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)
March 10, 2011
FLUIDIGM CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-34180 | 77-0513190 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
7000 Shoreline Court, Suite 100
South San Francisco, California 94080
(Address of principal executive offices, including zip code)
(650) 266-6000
(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. below):
| ¨ | 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.
| (b) | Resignation of Mr. Jeremy Loh from the Board of Directors |
On March 10, 2011, Jeremy Loh resigned from our board of directors, effective immediately. In submitting his resignation, Mr. Loh confirmed that his resignation did not result from any disagreement on any matter relating to our operations, policies, or practices.
| (d) | Appointment of Mr. Patrick S. Jones to the Board of Directors |
On March 11, 2011, our board of directors appointed Patrick S. Jones to our board to fill the vacancy created by the resignation of Jeremy Loh. Our board also appointed Mr. Jones to serve as a member and chairman of the audit committee of our board.
Mr. Jones, age 66, has been a private investor since March 2001. He currently serves on the following public company boards: Epocrates, a provider of clinical solutions to healthcare professionals and interactive services to the healthcare industry; Novell, Inc., a leading enterprise infrastructure software provider; Lattice Semiconductor Corporation, a fabless semiconductor company; and Openwave Systems, a telecom infrastructure software provider. From June 1998 to March 2001, Mr. Jones was the Senior Vice President and Chief Financial Officer of Gemplus International S.A. (now GEMALTO N.V.), a provider of solutions empowered by smart cards. Prior to Gemplus, from March 1992 to June 1998, he was vice president and corporate controller at Intel Corp., a producer of microchips, computing and communications products. Prior to that, Mr. Jones served as Chief Financial Officer of LSI Logic, a semiconductor company.
On March 15, 2011, we issued a press release announcing the appointment of Mr. Jones. The full text of the press release is attached as Exhibit 99.1 to this report and is hereby incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Fluidigm Corporation Press Release dated March 15, 2011 |
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.
| FLUIDIGM CORPORATION | ||
| By: | /s/ Vikram Jog | |
| Vikram Jog Chief Financial Officer | ||
Date: March 15, 2011
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Fluidigm Corporation Press Release dated March 15, 2011 | |
Exhibit 99.1
FLUIDIGM ADDS PATRICK JONES TO ITS BOARD OF DIRECTORS
SOUTH SAN FRANCISCO, Calif. – Mar. 15, 2011 – Fluidigm Corporation (NASDAQ:FLDM) today announced that Patrick S. Jones has been appointed to Fluidigm’s Board of Directors. Mr. Jones fills the vacancy created by the resignation of Jeremy Loh, which was effective on March 10, 2011. Mr. Jones will also join and chair the Board’s audit committee.
“We are excited to add Patrick to our Board,” said Sam Colella, Chairman of Fluidigm’s Board. “Patrick brings a wealth of experience and practical skills that we believe will add value and perspective to the Board as we seek to help Fluidigm grow and increase its contributions in the life science and Ag-Bio communities.”
“I am looking forward to using my international experience and semiconductor background to help Fluidigm’s management team achieve its long-term objectives,” said Mr. Jones. “Together, we hope to maximize the potential of Fluidigm’s integrated fluidic circuit solutions and bring outstanding results to our target markets and to Fluidigm investors,” he concluded.
Mr. Jones, age 66, has been a private investor since March 2001. He currently sits on the boards of several leading public companies including Epocrates, a provider of clinical solutions to healthcare professionals and interactive services to the healthcare industry; Novell, Inc., a leading enterprise infrastructure software provider; Lattice Semiconductor Corporation, a fabless semiconductor company; and Openwave Systems, a telecom infrastructure software provider. From June 1998 to March 2001, Mr. Jones was the Senior Vice President and Chief Financial Officer of Gemplus International S.A. (now GEMALTO N.V.), a provider of solutions empowered by smart cards. Prior to Gemplus, from March 1992 to June 1998, he was vice president and corporate controller at Intel Corp., a producer of microchips, computing and communications products. Prior to that, Mr. Jones served as Chief Financial Officer of LSI Logic, a semiconductor company.
Mr. Jones fills a vacancy created by the resignation of Dr. Loh, who is a Vice President (Investments) at San Francisco Centre for EDB Investments Pte Ltd, Singapore.
“We thank Jeremy for his service to Fluidigm during the critical time in which we readied ourselves for an initial public offering. His contributions to the Board helped us achieve the key milestone of becoming a publicly traded company,” said Gajus Worthington, president and chief executive officer of Fluidigm.
About Fluidigm
Fluidigm (NASDAQ:FLDM) develops, manufactures and markets microfluidic systems for growth markets in the life science and agricultural biotechnology, or Ag-Bio, industries. Fluidigm’s proprietary microfluidic systems consist of instruments and consumables, including integrated fluidic circuits, or chips, and reagents. These systems are designed to significantly simplify experimental workflow, increase throughput and reduce costs, while providing the excellent data quality demanded by customers. Fluidigm actively markets three microfluidic systems including eight different commercial chips to leading pharmaceutical and biotechnology companies, academic institutions and Ag-Bio companies.
For more information, please visit www.fluidigm.com.
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“Fluidigm” and the Fluidigm logo are trademarks or registered trademarks of Fluidigm.
Cautionary Note About Forward-Looking Statements
This press release contains “forward-looking” statements within the meaning of federal securities laws. Forward-looking statements include, among others, statements concerning or implying Fluidigm’s future financial performance, trends and opportunities affecting Fluidigm, and the ability of management personnel and our board of directors to contribute to the growth of our business. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to be materially different from any future results expressed or implied by these forward-looking statements. Fluidigm’s business, revenues, and operating results are and will be subject to numerous risks and uncertainties, including (among others) risks relating to market acceptance of our products, the potential for quarterly variations in our operating results, our ability to successfully launch new products and applications, and competition in our primary markets. In addition to these risks and uncertainties, investors should review the risks and uncertainties contained in Fluidigm’s filings with the United States Securities and Exchange Commission, including risks and uncertainties identified in our registration statement on Form S-1 as declared effective on February 9, 2011.
| CONTACT: | Howard High | |
| Fluidigm Corporation | ||
| 650.266.6081 (office) | ||
| 510.786.7378 (mobile) | ||
| howard.high@fluidigm.com |