UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
September 12, 2012
Pacific Biosciences of California, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34899 | 16-1590339 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1380 Willow Road
Menlo Park, California 94025
(Address of principal executive offices, including zip code)
(650) 521-8000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 5.02. | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
On September 12, 2012, the board of directors (the “Board”) of Pacific Biosciences of California, Inc. (the “Company”) appointed Lucy Shapiro, Ph.D., 72, as a Class I director to serve on the Board effective immediately.
Dr. Shapiro currently serves as the Virginia and D.K. Ludwig Professor of Cancer Research and the Director of the Beckman Center for Molecular and Genetic Medicine at Stanford University’s School of Medicine, where she has been as a faculty member since 1989. Dr. Shapiro is a co-founder and has served as a director of Anacor Pharmaceuticals, Inc since its founding in 2000 and served as a non-executive director of Gen-Probe, Inc. from 2008 to 2012. In 1989, Dr. Shapiro founded Stanford University’s Department of Developmental Biology, and served as its Chairman from 1989 to 1997. She previously served as Chair of the Department of Microbiology and Immunology in the College of Physicians and Surgeons of Columbia University. Dr. Shapiro holds a B.A. from Brooklyn College and a Ph.D. in Molecular Biology from the Albert Einstein College of Medicine.
As previously disclosed in the Company’s proxy statement for the 2012 Annual Meeting of Stockholders, as a non-employee director, Dr. Shapiro will receive an annual retainer of $35,000. Pursuant to the Company’s outside director equity compensation policy, Dr. Shapiro was automatically granted a stock option to purchase 35,000 shares of the Company’s common stock on the date of her appointment to the Board.
| ITEM 7.01. | REGULATION FD DISCLOSURE |
On September 12, 2012, the Company issued a press release announcing the appointment of Dr. Shapiro to the Board. A copy of the press release is included as Exhibit 99.1. This information is intended to be furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press release dated September 12, 2012 titled “Pacific Biosciences Appoints Lucy Shapiro, Ph.D. to Board of Directors” (furnished and not filed herewith solely pursuant to Item 7.01). | |
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 hereunto duly authorized.
| Pacific Biosciences of California, Inc. | ||
| By: | /s/ Brian B. Dow | |
| Brian B. Dow Vice President and Principal Accounting Officer | ||
Date: September 12, 2012
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press release dated September 12, 2012 titled “Pacific Biosciences Appoints Lucy Shapiro, Ph.D. to Board of Directors” (furnished and not filed herewith solely pursuant to Item 7.01). | |
Exhibit 99.1
NEWS RELEASE
Pacific Biosciences Appoints Lucy Shapiro, Ph.D. to Board of Directors
MENLO PARK, Calif., — September 12, 2012 — Pacific Biosciences of California, Inc. (NASDAQ:PACB) provider of the PacBio® RS High Resolution Genetic Analyzer, today announced that renowned scientist Lucy Shapiro, Ph.D. of Stanford University has joined the Company’s Board of Directors.
Dr. Shapiro currently serves as the Virginia and D.K. Ludwig Professor of Cancer Research and the Director of the Beckman Center for Molecular and Genetic Medicine at Stanford University’s School of Medicine, where she has been as a faculty member since 1989. Dr. Shapiro is a co-founder and director of Anacor Pharmaceuticals, Inc. In 1989, Dr. Shapiro founded Stanford University’s Department of Developmental Biology, and served as its Chairman from 1989 to 1997. Prior to that, Dr. Shapiro served as Chair of the Department of Microbiology and Immunology in the College of Physicians and Surgeons of Columbia University. She received a B.A. from Brooklyn College and a Ph.D. in Molecular Biology from the Albert Einstein College of Medicine.
Dr. Shapiro has received numerous awards and has been elected to the National Academy of Sciences, the American Academy of Microbiology, the American Academy of Arts and Sciences and the Institute of Medicine of the National Academy of Sciences for her work in the fields of molecular biology and microbiology. Dr. Shapiro previously served as a non-executive director of GlaxoSmithKline plc from 2001 to 2006.
“With dramatic changes in population numbers, the global ecology, and human and animal migration, there is increased scientific attention and urgency to the better understanding of pathogenic bacteria and viruses,” said Dr. Shapiro. “Discovering the fundamental mechanisms that control these microscopic forms of life is vital for dealing with emerging infectious diseases in today’s global village. PacBio’s technology provides a window into the world of these bacteria and viruses that was previously inaccessible to the field of microbiology, and I’m excited to join the company’s board to help support the company’s success in these and other important applications.”
Michael Hunkapiller, Chairman and CEO of Pacific Biosciences commented: “Lucy is renowned for her contributions to the fields of developmental biology, molecular biology and genetics, and it is an honor to have a scientist of her caliber join our Board of Directors. She has been a strong supporter of our technology, and we look forward to deepening our relationship and leveraging her expertise in the fields of infectious diseases and cancer research, which are key applications for the PacBio RS.”
More information about Pacific Biosciences is available at www.pacb.com. You can also follow the company on Twitter: https://twitter.com/pacbio.
About Pacific Biosciences
Pacific Biosciences of California, Inc. (NASDAQ: PACB) offers the PacBio® RS High Resolution Genetic Analyzer to help scientists solve genetically complex problems. Based on its novel Single Molecule, Real-Time (SMRT®) technology, the company’s products enable: targeted sequencing to more comprehensively characterize genetic variations; de novo genome assembly to more fully identify, annotate and decipher genomic structures; and DNA base modification identification to help characterize epigenetic regulation and DNA damage. By providing access to genetic information that was previously inaccessible, Pacific Biosciences enables scientists to increase their understanding of biological systems.
Contacts:
| Media: | Investors: | |
| Maurissa Messier | Trevin Rard | |
| For Pacific Biosciences | Pacific Biosciences | |
| 760.539.7417 | 650.521.8450 | |
| maurissa@bioscribe.com | ir@pacificbiosciences.com |