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)
July 17, 2013
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 July 17, 2013, the board of directors (the “Board”) of Pacific Biosciences of California, Inc. (the “Company”) appointed Dr. John F. Milligan, age 52, as a Class I director to serve on the Board effective immediately. Dr. Milligan was also appointed to serve on the Audit Committee and Compensation Committee of the Board.
Dr. Milligan is currently the President and Chief Operating Officer of Gilead Sciences, Inc., a publicly-traded biopharmaceutical company, where he has been since 1990. He is also currently serving on the board of Biotechnology Industry Organization, the largest biotechnology industry organization, and is a trustee of Ohio Wesleyan University. Dr. Milligan holds a B.A. in Chemistry from Ohio Wesleyan University and a Ph.D. in Biochemistry from the University of Illinois. He was also an American Cancer Society postdoctoral fellow at the University of California at San Francisco.
As previously disclosed in the Company’s proxy statement for the 2013 Annual Meeting of Stockholders, as a non-employee director, Dr. Milligan will receive an annual retainer of $35,000, as well as an additional annual retainer of $10,000 for his service on the Audit Committee and an additional annual retainer of $7,000 for his service on the Compensation Committee. Pursuant to the Company’s outside director equity compensation policy, Dr. Milligan was automatically granted a stock option to purchase 35,000 shares of the Company’s common stock on the date of his appointment to the Board.
| ITEM 7.01. | REGULATION FD DISCLOSURE |
On July 18, 2013, the Company issued a press release announcing the appointment of Dr. Milligan 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 No. |
Description | |
| 99.1 | Press release dated July 18, 2013 titled “Pacific Biosciences Appoints John F. Milligan 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: July 18, 2013
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press release dated July 18, 2013 titled “Pacific Biosciences Appoints John F. Milligan to Board of Directors” (furnished and not filed herewith solely pursuant to Item 7.01). | |
Exhibit 99.1
Pacific Biosciences Appoints John F. Milligan to Board of Directors
Gilead Sciences Executive Recognized for Financial Leadership in Biotech Industry
MENLO PARK, Calif. — July 18, 2013 — Pacific Biosciences of California, Inc. (NASDAQ:PACB), provider of the PacBio® RS II DNA Sequencing System, today announced that John F. Milligan, Ph.D. has joined the Company’s Board of Directors. Dr. Milligan currently serves as President and Chief Operating Officer of Gilead Sciences.
Dr. Milligan joined Gilead Sciences in 1990 as a research scientist and was made Director of Project Management and Project Team Leader for the Gilead Hoffmann-La Roche Tamiflu® collaboration in 1996. In 2002, Dr. Milligan was appointed Chief Financial Officer. He was named Chief Operating Officer in 2007 and President in 2008.
Dr. Milligan was named “Bay Area CFO of the Year” in 2006 for companies with revenues greater than $500 million, and he was named the top biotechnology industry CFO in the United States by Institutional Investor magazine in 2006, 2007 and 2008. In 2008, Dr. Milligan joined the board of Biotechnology Industry Organization (BIO), the largest biotechnology industry organization. Dr. Milligan is a Trustee of Ohio Wesleyan University. He received his BA from Ohio Wesleyan University, his Ph.D. in biochemistry from the University of Illinois and was an American Cancer Society postdoctoral fellow at the University of California at San Francisco.
“John is a prominent and well-respected figure in the biotechnology industry, and we are delighted to have him join our Board of Directors,” said Michael Hunkapiller, CEO and Chairman of the Board of Directors of Pacific Biosciences. “The combination of scientific and business expertise he brings will be a valuable addition to PacBio.”
Dr. Milligan commented: “I’m very pleased to join the Board of Pacific Biosciences, and I look forward to working with my fellow directors and the senior management team to further the company’s mission of delivering tools and technology that are helping to drive scientific and medical innovation.”
About Pacific Biosciences
Pacific Biosciences of California, Inc. (NASDAQ:PACB) offers the PacBio® RS II DNA Sequencing System 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 information that was previously inaccessible, Pacific Biosciences enables scientists to increase their understanding of biological systems. More information is available at www.pacb.com.
Contact:
For Pacific Biosciences:
| Media: | Investors: | |||||
| Nicole Litchfield | Trevin Rard | |||||
| For Pacific Biosciences | Pacific Biosciences | |||||
| 415.793.6468 | 650.521.8450 | |||||
| nicole@bioscribe.com | ir@pacificbiosciences.com |