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): July 23, 2019
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. [ ]
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.001 per share | FLDM | Nasdaq Global Select Market |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 23, 2019, Bill W. Colston, Ph.D., was appointed a Class I director by the Board of Directors of Fluidigm Corporation. Dr. Colston fills the vacancy created by an increase in the size of the Board from seven to eight members. Dr. Colston’s term of office will expire at the Company’s 2020 annual meeting of stockholders or until his successor has been elected and qualified. As a non-employee director, Dr. Colston 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 $50,000. 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 July 23, 2019, Dr. Colston was granted (i) an option to purchase shares of our common stock and (ii) a restricted stock unit (“RSU”) award, each having a grant date value of $55,000 and rounded to the nearest whole share. These initial equity awards vest in four equal yearly installments beginning on the first anniversary of the grant date, provided Dr. Colston continues to serve as a director through each such date. Beginning with our annual meeting of stockholders in 2020, Dr. Colston will be eligible for equity award grants on the same terms as other continuing members of the Board. Dr. Colston has entered into the Company’s standard form of indemnification agreement pursuant to which the Company will indemnify him for certain actions taken in his 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 July 25, 2019, we issued a press release announcing Dr. Colston’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 Fluidigm Corporation Press Release dated July 25, 2019.
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: July 25, 2019 | By: | /s/ NICHOLAS KHADDER |
| Nicholas Khadder | ||
| Senior Vice President, General Counsel, and Secretary | ||
EXHIBIT 99.1
Bill W. Colston Named to Fluidigm Board of Directors
Senior Biotechnology Leader with Broad Expertise in Life Science and Digital Health
SOUTH SAN FRANCISCO, Calif., July 25, 2019 (GLOBE NEWSWIRE) -- Fluidigm Corporation (NASDAQ:FLDM) today announced the appointment of Bill W. Colston to the company’s Board of Directors. Colston is President of iCarbonX and has more than 30 years of experience across a range of innovative life science and technology ventures.
Colston has served as President of personal health company iCarbonX since March 2019. He joined iCarbonX as Chief Operating Officer in April 2018, following its acquisition of his prior company, and is a member of its Board of Directors.
Previously, he was a co-founder and Chief Executive Officer of HealthTell Inc., a company focused on developing next-generation tests that broadly characterize the immune system. He was also scientific founder and CEO of QuantaLife Inc., which developed a genetic analysis system that is now marketed internationally.
Colston began his career at Lawrence Livermore National Laboratory, where he served in various senior leadership roles over a nearly 20-year career and helped build the first civilian biodefense program in the United States.
“Bill’s foundational expertise in biomedical engineering, coupled with significant leadership of ventures applying multi-omics, artificial intelligence and a range of other disciplines to support health care decisions, makes him ideally suited to help us chart Fluidigm’s future,” said Chris Linthwaite, President and CEO. “An entrepreneurial leader and visionary of Bill’s caliber is a most welcome addition to our board.”
“Fluidigm is at the forefront of breakthrough insights in science and health driven by technology,” Colston said. “I am thrilled to be part of this extraordinary chapter in the company’s history.”
Colston is also a board member of companies including Purigen Biosystems and RubrYc Therapeutics. He holds a PhD in biomedical engineering from the University of California, Davis.
About Fluidigm
Fluidigm (NASDAQ:FLDM) is an industry-leading biotechnology tools provider with a vision to improve life through comprehensive health insight. We focus on the most pressing needs in translational and clinical research, including cancer, immunology, and immunotherapy. Using proprietary CyTOF® and microfluidics technologies, we develop, manufacture, and market multi-omic solutions to drive meaningful insights in health and disease, identify biomarkers to inform decisions, and accelerate the development of more effective therapies. Our customers are leading academic, government, pharmaceutical, biotechnology, and plant and animal research laboratories worldwide. Together with them, we strive to increase the quality of life for all. For more information, visit fluidigm.com.
Fluidigm, the Fluidigm logo, and CyTOF 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. Fluidigm products are provided for Research Use Only. Not for use in diagnostic procedures.
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