UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): October 30, 2018
FLUIDIGM CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-34180 | 77-0513190 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 7000 Shoreline Court, Suite 100, South San Francisco, California 94080 |
| (Address of Principal Executive Offices) (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: | ||
| [ ] | 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)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On the recommendation of the nominating and corporate governance committee, the Board of Directors (the “Board”) of Fluidigm Corporation (the “Company”) appointed Laura Clague, C.P.A., as a Class III director and a member of the audit committee of the Board on October 30, 2018, with such appointment to be effective immediately. Ms. Clague will fill the vacancy created by an increase in the size of the Board from six to seven members. Ms. Clague’s term of office will expire at the Company’s 2019 annual meeting of stockholders or until her successor has been elected and qualified. As a non-employee director, Ms. Clague will participate in our compensation program applicable to all non-employee directors, which is summarized below. Under our cash compensation policy, each non-employee director receives a base annual retainer of $40,000 and the board chair receives an additional base annual retainer of $40,000. Committee members receive additional annual cash compensation for service on board committees as follows: audit committee, $10,000; compensation committee, $7,000; and nominating and corporate governance committee, $5,000. Committee chairs receive additional compensation for service as the chair of board committees as follows: audit committee chair, $10,000; compensation committee chair, $8,000; and nominating and corporate governance committee chair, $5,000. In accordance with our outside director equity compensation policy and our 2011 Equity Incentive Plan, on October 30, 2018, Ms. Clague was granted an option to purchase 15,000 shares of our common stock and 10,000 restricted stock units (“RSUs”). This initial award of options vest and initial awards of RSUs vest as to 25% of the shares subject to such awards on each anniversary of the date of grant, provided Ms. Clague continues to serve as a director through each such date. Beginning with our annual meeting of stockholders in 2019, Ms. Clague will be eligible for equity award grants on the same terms as other continuing members of the Board. Our outside director equity compensation policy currently provides that each non-employee director is automatically granted an annual stock option to purchase 10,600 shares of our common stock and 6,100 RSUs on the date of each annual meeting of stockholders beginning on the date of the first annual meeting of stockholders that is held after such non-employee director receives his or her initial award. 1/12th of the shares subject to the annual option awards vest each month after the date of grant and the annual RSU awards vest in full on the earlier of the day prior to the next annual meeting of our stockholders or the one-year anniversary of the date of grant, in each case provided such non-employee director continues to serve as a director through each such date. Ms. Clague has entered into the Company’s standard form of indemnification agreement pursuant to which the Company will indemnify her for certain actions taken in her capacity as director. A copy of the Company’s form of indemnification agreement was filed with the Securities and Exchange Commission on January 28, 2011 as Exhibit 10.1 to Amendment No. 3 to Registration Statement on Form S-1 and is incorporated herein in its entirety by reference. On October 31, 2018, we issued a press release announcing Ms. Clague’s appointment as a director. The press release is attached hereto as Exhibit 99.1 and incorporated herein in its entirety by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press release dated October 31, 2018.
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 | ||
| Date: October 31, 2018 | By: | /s/ Nicholas S. Khadder |
| Nicholas S. Khadder | ||
| Senior Vice President, General Counsel, and Corporate Secretary | ||
EXHIBIT 99.1
Laura Clague Named to Fluidigm Board of Directors
Senior Financial Leader with Broad Corporate and Biotech Expertise
SOUTH SAN FRANCISCO, Calif., Oct. 31, 2018 (GLOBE NEWSWIRE) -- Fluidigm Corporation (NASDAQ:FLDM) today announced the appointment of Laura M. Clague to the company’s Board of Directors and its audit committee. Clague is Chief Financial Officer of Retrophin, Inc., with more than 30 years of experience as a senior financial executive.
Clague has served as CFO at Retrophin since 2014, overseeing its accounting, finance, IT and facilities functions. Previously, she served as Chief Financial Officer of the San Diego and Ohio operations of Amylin Pharmaceuticals, Inc., following its acquisition by Bristol-Myers Squibb and subsequent divestiture to AstraZeneca. Prior to the acquisition, Clague was Vice President, Corporate Controller and Principal Accounting Officer of Amylin, also serving as Chief Financial Officer of Amylin's collaboration with Eli Lilly and Company.
Earlier, Clague held financial roles at Sony Electronics Inc., Cubic Corporation and KPMG. Clague currently serves on the board of directors of LRAD Corporation.
“We are delighted to have such a talented financial leader and biotech executive join our board of directors,” said Chris Linthwaite, President and CEO. “Laura possesses not only a distinguished career in strategic financial leadership at companies experiencing rapid growth and change, but also significant pharma experience. This expertise is of great value to Fluidigm as our business in the translational and clinical research space expands.”
“I am thrilled to join the Fluidigm team at this exciting time when its technology is driving breakthrough insights in science and health,” said Clague. “We’ve entered a rapidly advancing new era for cancer immunotherapies and immunology, one that bodes well for Fluidigm’s future.”
Clague is a Certified Public Accountant in the State of California and received a B.S. in Business Administration from Menlo College.
About Fluidigm
Fluidigm (NASDAQ:FLDM) develops, manufactures, and markets life science analytical and preparatory systems for markets such as mass cytometry, high-throughput genomics, and single‑cell genomics. We sell to leading academic institutions, clinical research laboratories, and pharmaceutical, biotechnology, and agricultural biotechnology companies worldwide. Our systems are based on proprietary microfluidics and multiparameter mass cytometry technology and are designed to significantly simplify experimental workflow, increase throughput, and reduce costs while providing excellent data quality. Fluidigm products are provided for Research Use Only. Not for use in diagnostic procedures.
We use our website (www.fluidigm.com), corporate Twitter account (@fluidigm), Facebook page (https://www.facebook.com/fluidigm), and LinkedIn page https://www.linkedin.com/company/fluidigm-corporation) as channels of distribution of information about our products, our planned financial and other announcements, our attendance at upcoming investor and industry conferences, and other matters. Such information may be deemed material information, and we may use these channels to comply with our disclosure obligations under Regulation FD. Therefore, investors should monitor our website and our social media accounts in addition to following our press releases, SEC filings, public conference calls, and webcasts.
Fluidigm and the Fluidigm logo are trademarks and/or registered trademarks of Fluidigm Corporation in the United States and/or other countries. All other trademarks are the sole property of their respective owners.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, statements regarding expansion of Fluidigm’s business in certain markets and Fluidigm’s future in relation to gene therapy and immunology. Forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from currently anticipated results, including but not limited to risks relating to uncertainty in the regulatory environment, challenges inherent in developing, manufacturing, launching, marketing, and selling new products; potential product performance and quality issues; intellectual property risks; and competition. Information on these and additional risks and uncertainties and other information affecting Fluidigm business and operating results is contained in Fluidigm’s Annual Report on Form 10-K for the year ended December 31, 2017, and in its other filings with the Securities and Exchange Commission, including the Fluidigm Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. These forward-looking statements speak only as of the date hereof. Fluidigm disclaims any obligation to update these forward-looking statements except as may be required by law.
Contacts:
Media
Mark Spearman
Senior Director, Corporate Communications
Fluidigm Corporation
650 243 6621
mark.spearman@fluidigm.com
Investors
Agnes Lee
Vice President, Investor Relations
Fluidigm Corporation
650 416 7423
agnes.lee@fluidigm.com