FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of April 2008
Commission File No. 000-30752
AETERNA ZENTARIS INC.
1405, boul. du Parc-Technologique
Quebec, Quebec
Canada, G1P 4P5
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-
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DOCUMENTS INDEX
DOCUMENTS DESCRIPTION
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1. Material Change Report Dated April 11, 2008 (including as Schedule
A thereto a news release issued on April 11, 2008)
FORM 51-102F3
MATERIAL CHANGE REPORT
AETERNA ZENTARIS INC.
1. NAME AND ADDRESS OF COMPANY
AEterna Zentaris Inc. (the "CORPORATION")
1405 du Parc-Technologique Blvd.
Quebec City, Quebec G1P 4P5
2. DATE OF MATERIAL CHANGE
April 11, 2008
3. NEWS RELEASE
On April 11, 2008, the Corporation issued a news release indicating the
material change, which was disseminated in Canada on the CanadaNewsWire
service. A copy of such news release is attached hereto as SCHEDULE A.
4. SUMMARY OF MATERIAL CHANGE
On April 11, 2008, the Corporation announced changes to its management
team, including the resignation of David J. Mazzo, Ph.D. from the position
of President and Chief Executive Officer as well as from the Board of
Directors, and the resignation of Ellen McDonald, MBA, from the position
of Senior Vice President, Business Operations and Chief Business Officer,
in both cases effective immediately. Mr. Juergen Ernst, the current
Chairman of the Board of Directors, has been appointed as the interim
President and Chief Executive Officer of the Corporation and will serve in
that capacity until a suitable replacement is identified and appointed by
the Board of Directors.
In addition, the Corporation announced that the Board of Directors has
authorized management to explore other such opportunities with a view to
identifying additional non-core assets as a further potential source of
non-dilutive funding.
5. FULL DESCRIPTION OF MATERIAL CHANGE
On April 11, 2008, the Corporation announced changes to its management
team, including the resignation of David J. Mazzo, Ph.D. from the position
of President and Chief Executive
Officer as well as from the Board of Directors, and the resignation of
Ellen McDonald, MBA, from the position of Senior Vice President, Business
Operations and Chief Business Officer, in both cases effective
immediately. Mr. Juergen Ernst, the current Chairman of the Board of
Directors, has been appointed as the interim President and Chief Executive
Officer of the Corporation and will serve in that capacity until a
suitable replacement is identified and appointed by the Board of
Directors.
In addition, the Corporation announced that the Board of Directors has
authorized management to explore other such opportunities with a view to
identifying additional non-core assets as a further potential source of
non-dilutive funding.
6. RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102
Not applicable.
7. OMITTED INFORMATION
Not applicable.
8. EXECUTIVE OFFICER
Further information regarding the matters described in this report may be
obtained from Dennis Turpin, Senior Vice President and Chief Financial
Officer. Mr. Turpin is knowledgeable about the details of the material
change and may be contacted at (908) 626-5517.
9. DATE OF REPORT
April 11, 2008.
SCHEDULE A
NEWS RELEASE
(APRIL 11, 2008)
APRIL 11, 2008
AETERNA ZENTARIS ANNOUNCES CHANGES TO ITS MANAGEMENT TEAM
QUEBEC CITY, CANADA, APRIL 11, 2008 - AEterna Zentaris Inc. (Nasdaq: AEZS TSX:
AEZ;), a global biopharmaceutical company focused on endocrine therapy and
oncology, today announced that David J. Mazzo, Ph.D., has resigned as President
and Chief Executive Officer and as member of the Board of Directors of AEterna
Zentaris, effective immediately. Mr. Juergen Ernst, the current Chairman of the
Board of AEterna Zentaris, has been appointed as the interim President and Chief
Executive Officer of the Company and will serve in that capacity until a
suitable replacement is identified and appointed by the Board of Directors.
Ellen McDonald, MBA, the Senior Vice President, Business Operations and Chief
Business Officer of AEterna Zentaris, has also resigned from the Company
effective immediately.
Management and the Board of Directors ofAEterna Zentaris wish to thank Dr. Mazzo
and Ms. McDonald for their significant efforts on behalf of the Company and to
recognize Dr. Mazzo's contribution to the Board of Directors.
Mr. Ernst, Chairman of the Board and Interim President and CEO of AEterna
Zentaris, commented: "We have confidence in the experienced management team in
place and will further advance our products through the pipeline, continuing to
focus and prioritize on our Phase 3 program with cetrorelix in benign prostatic
hyperplasia (BPH) and our Phase 2 program with AEZS 108 for endometrial and
ovarian cancer. We believe that we have a solid foundation and a robust
development pipeline, and we will continue to develop its full potential."
Mr. Ernst added: "We will continue to monetize our non-core assets in order to
provide additional sources of non-dilutive funding." In that regard, AEterna
Zentaris completed the sale of Echelon Biosciences in December 2007 for US$3.2
million and the sale in March 2008 of all rights relating to the use of
miltefosine for Cdn$9.125 million.
Furthermore, the Board of Directors has authorized management to explore other
such opportunities with a view to identifying additional non-core assets as a
further potential source of non-dilutive funding.
ABOUT AETERNA ZENTARIS INC.
AEterna Zentaris Inc. is a global biopharmaceutical company focused on endocrine
therapy and oncology with proven expertise in drug discovery, development and
commercialization. News releases and additional information are available at
www.aezsinc.com.
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FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements made pursuant to the safe
harbor provisions of the U.S. Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks and uncertainties,
which could cause the Company's actual results to differ materially from those
in the forward-looking statements. Such risks and uncertainties include, among
others, the availability of funds and resources to pursue R&D projects, the
successful and timely completion of clinical studies, the ability of the Company
to take advantage of business opportunities in the pharmaceutical industry,
uncertainties related to the regulatory process and general changes in economic
conditions. Investors should consult the Company's quarterly and annual filings
with the Canadian and U.S. securities commissions for additional information on
risks and uncertainties relating to the forward-looking statements. Investors
are cautioned not to rely on these forward-looking statements. The Company does
not
undertake to update these forward-looking statements. We disclaim any obligation
to update any such factors or to publicly announce the result of any revisions
to any of the forward-looking statements contained herein to reflect future
results, events or developments except if we are requested by a governmental
authority or applicable law.
CONTACTS
Dennis Turpin, CA
Senior Vice President and Chief Financial Officer
(908) 626-5517
dturpin@aezsinc.com
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Paul Burroughs
Media Relations
(418) 652-8525 ext. 406
pburroughs@aezsinc.com
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
AETERNA ZENTARIS INC.
Date: April 11, 2008 By: /s/ Dennis Turpin
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Dennis Turpin
Senior Vice President, Chief
Financial Officer