HARVARD BIOSCIENCE, INC. (NASDAQ:HBIO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 of the Original Filing to reflect that the newly elected directors were also appointed to certain Committees of the Board of Directors of the Company as noted below in Item 5.02.
For convenience and ease of reference, the Company is filing this Amendment No. 1 in its entirety with all applicable changes. Except as stated herein, this Amendment No. 1 does not reflect events or transactions occurring after such filing date or modify or update those disclosures in the Original Filing that may have been affected by events or transactions occurring subsequent to such filing date.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On October 24, 2017, the Board of Directors (the "Board") of Harvard Bioscience, Inc. (the “Company”) increased the number of directors on the Board from six to eight and appointed Mr. Tom Loewald and Ms. Katherine A. Eade as additional Class II directors of the Company. Mr. Loewald and Ms. Eade are each independent directors in accordance with the standards of the Securities and Exchange Commission and NASDAQ. Mr. Loewald has been appointed to serve as a member of the Compensation Committee of the Board and Ms. Eade has been appointed to serve as a member of the Governance Committee of the Board. Mr. Loewald and Ms. Eade will serve until the Company’s 2020 annual meeting of stockholders and until their successors are duly elected and qualified, or until their resignation or removal.
In connection with the appointment of Mr. Loewald and Ms. Eade to the Board, in accordance with the Company's non-employee director compensation policy and its Third Amended and Restated 2000 Stock Option and Incentive Plan, as amended, on October 30, 2017, they will each be granted non-qualified stock options, to acquire shares of the Company’s common stock, in an amount equal to the greater of (i) options having an aggregate Black-Scholes cash value of $120,000 at the time of grant, rounded to the nearest 100 shares, or (ii) options to acquire 25,000 shares. The options will have a term of ten years and an exercise price equal to the closing price for such common stock at the end of trading on October 30, 2017. The stock options will vest in three equal installments on October 30, 2018, 2019 and 2020.
On October 25, 2017, the Company issued a press release regarding the appointment of Mr. Loewald and Ms. Eade. The full text of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Title |
|
99.1 |
Press release of Harvard Bioscience, Inc. issued on October 25, 2017. |
HARVARD BIOSCIENCE INC ExhibitEX-99.1 2 exh_991.htm EXHIBIT 99.1 EdgarFilingEXHIBIT 99.1Harvard Bioscience Appoints Katherine Eade and Thomas Loewald to the Board of Directors HOLLISTON,…To view the full exhibit click here
About HARVARD BIOSCIENCE, INC. (NASDAQ:HBIO)
Harvard Bioscience, Inc. is a developer, manufacturer and marketer of a range of scientific instruments, systems and lab consumables used for basic research, drug discovery, clinical and environmental testing. The Company’s products are sold to thousands of researchers in over 100 countries through its global sales organization, Websites, catalogs and through distributors. The Company’s product range is organized into three commercial product families: Cell and Animal Physiology (CAP), Lab Products and Services (LPS), and Molecular Separation and Analysis (MSA). The Company sells these products under brand names, including Harvard Apparatus, KD Scientific, Denville Scientific, AHN, Hoefer, Biochrom, BTX, Warner Instruments, MCS, HEKA, Hugo Sachs Elektronik, Panlab, Coulbourn Instruments, TBSI and CMA Microdialysis. The Company’s products consist of instruments, consumables and systems that are made up of various individual products.