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: April 22, 2019

(Date of earliest event reported)

 

 

BIO-RAD LABORATORIES, INC.

(Exact name of registrant as specified in its charter)

 

 

Commission File Number: 1-7928

 

Delaware   94-1381833

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

1000 Alfred Nobel Dr.

Hercules, California 94547

(Address of principal executive offices, including zip code)

(510) 724-7000

(Registrant’s telephone number, including area code)

 

 

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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.

Appointment of New Principal Operating Officer :

On April 22, 2019, Bio-Rad Laboratories, Inc. (the “Company”) announced the appointment by the Board of Directors of the Company of Dr. Andrew J. Last, PhD as the Company’s Executive Vice President and Chief Operating Officer (including as principal operating officer), effective April 22, 2019.

Dr. Last has over 30 years of global management experience and technical expertise. Prior to joining the Company, Dr. Last, age 59, was the Chief Commercial Officer of Berkeley Lights, Inc., a digital cell biology company that develops and commercializes platforms for the acceleration of discovery, development and delivery of cell-based products and therapies, from December 2017 to April 2019. From 2016 through 2017, Dr. Last was the Chief Operating Officer of Intrexon Corporation, a publicly traded biotechnology company. Prior to that, from 2010 to 2016, Dr. Last held senior roles at Affymetrix, Inc., a company that manufactures DNA microarray solutions, including most recently the role of Executive Vice President and Chief Operating Officer. Dr. Last’s other previous global leadership roles have included senior positions with Becton, Dickinson and Company from 2004 to 2010; Applied Biosystems from 2002 to 2004; Incyte Genomics from 1999 to 2002; and Monsanto Company from 1987 to 1999.

The Company and Dr. Last entered into an employment offer letter providing for, among other things, an annual base salary of $575,000 per year, a sign-on bonus of $50,000 (less taxes) that is payable within thirty days of his hire date, and a 2019 target cash bonus under the Company’s corporate incentive bonus plan of 80% of his eligible earnings, with this cash bonus to be pro-rated based on his time in the position. Within thirty days of his hire date, the Company’s Board will grant Dr. Last 5,000 restricted stock units and 5,000 non-qualified stock options.

If Dr. Last’s employment with the Company is terminated by the Company without good cause, he will be entitled to a lump sum payment equal to one-year of his then current annual base salary, provided that he first enters into a full release of all claims in favor of the Company, its affiliates and their respective officers, directors and employees in a form provided by the Company.

A copy of the employment offer letter entered into between the Company and Dr. Last is filed as an exhibit to this report as Exhibit 10.1.

There are no arrangements or understandings between Dr. Last and any person other than the Company pursuant to which he was appointed as Executive Vice President and Chief Operating Officer. There is no family relationship between Dr. Last and any director or executive officer of the Company or any person nominated or chosen to become a director or executive officer of the Company. Dr. Last has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release announcing the appointment of Dr. Last is furnished with this report as Exhibit 99.1.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
    No.    

  

Description

10.1    Employment Offer Letter between the Company and Andrew J. Last dated March 15, 2019
99.1    Press Release dated April 22, 2019

SIGNATURES

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.

 

    BIO-RAD LABORATORIES, INC.

Date: April 22, 2019

    By:  

/s/ Timothy S. Ernst

      Timothy S. Ernst
      Executive Vice President, General Counsel and Secretary

Exhibit 10.1

 

LOGO  

Bio-Rad

Laboratories, Inc.

  

Corporate Offices

1000 Alfred Nobel Drive

Hercules, California 94547

Phone: 510-724-7000

Fax: 510-741-5865

 

    

March 15, 2019

Andrew J. Last

3 Shadewell Court

Danville, CA 94506

Dear Andrew,

I am pleased to extend to you our written offer of employment to join Bio-Rad Laboratories as the Chief Operating Officer reporting directly to Norman Schwartz, President & CEO. In your new position, your bi-weekly salary will be $22,115.38, equivalent to $575,000 annually.

You are eligible to participate in our Corporate Incentive Bonus Plan (IBP) with a targeted bonus of 80% of your eligible earnings, payable in March 2020. Your bonus will be pro-rated based on your time in the position. The terms and conditions of the IBP are contained in the plan document which you will receive at a later date. You are eligible to receive a sign-on bonus of $50,000 (less taxes) payable within 30 days of your hire date.

You will also be eligible to participate in the 2019 Stock Program. We will grant 5000 Restricted Stock Units and 5000 Stock Options within 30 days of your hire date; this grant has an estimated target value of $1.7 to $2.2 million, based on our share performance history.

If after you begin employment with Bio-Rad your employment is terminated by Bio-Rad without good cause, you will be entitled to a lump sum severance payment equal to one-year of your then current annual base salary provided that you first enter into a full release of all claims in favor of Bio-Rad, its affiliates and their respective officers, directors and employees in a form provided by Bio-Rad.

This offer is contingent upon your passing a background check and drug test prior to starting employment and entering into a mutual agreement to arbitrate with the company. The type of information requested in the background check includes: education verification, previous employment verification, professional references, and criminal record check.

Bio-Rad maintains a smoke-free and drug-free work environment. As such, our expectation is that you complete a drug test within five days of this offer. Hire Right, our background screening provider, will contact you regarding a clinic location for the drug test.

Bio-Rad’s comprehensive benefits package provides you with a variety of options that will help meet your needs. You will have up to 31 days from your start date to enroll in these benefits. If you wish to enroll your eligible dependents, you may be required to present evidence of your dependents’ eligibility, such as a marriage certificate or birth certificate.

Please acknowledge your acceptance of this offer by March 18, 2019. This offer is null and void after this date. Once received, a ‘Welcome to Bio-Rad’ letter will be e-mailed with details regarding your on-boarding processes and a “tentative” new hire orientation date. Please note that an official start date can’t be determined until your background has cleared.

For over 60 years, Bio-Rad has benefited from the contributions of exceptional people like you. We seek the best talent to build on the success of our Company and we look forward to you joining our highly collaborative environment.

 

Sincerely,
/s/ Colleen Corey
Colleen Corey
SVP, Global Human Resources
Bio-Rad Laboratories

I accept Bio-Rad Laboratories’ offer of employment as herein described.

 

/s/ Andrew J. Last

   

3/18/19

Signature     Date

Exhibit 99.1

Press Release

Bio-Rad Appoints Andrew Last as Executive Vice President and Chief Operating Officer

HERCULES, Calif.–April 22, 2019–Bio-Rad Laboratories, Inc. (NYSE: BIO and BIOb), a global leader of life science research and clinical diagnostic products, today announced the appointment of Dr. Andrew Last as Executive Vice President and Chief Operating Officer, effective April 22, 2019. In this role, Dr. Last is responsible for all operating functions of the company on a global basis.

“We are pleased to have Andrew join Bio-Rad and believe his strong background in global management and leadership spanning the life science, diagnostics, and pharmaceutical industries coupled with his technical expertise will be an invaluable asset to Bio-Rad,” said Norman Schwartz, Bio-Rad President and CEO.

Dr. Last brings over 30 years of global management experience to Bio-Rad. Most recently he served as Chief Commercial Officer at Berkeley Lights, Inc. Prior to that he served as Chief Operating Officer at Intrexon Corporation.

From 2010 to 2016 Dr. Last held senior roles at Affymetrix that include Executive Vice President and Chief Operating Officer. His other past leadership roles include senior positions with Becton, Dickinson and Company; Applied Biosystems; Incyte Genomics; and, Monsanto Company.

Dr. Last has a PhD with agrochemical specialization and a Master of Science in Bio-Aeronautics from Cranfield University, UK. He holds of Bachelor of Science degree from the University of Leicester, UK.

About Bio-Rad

Bio-Rad Laboratories, Inc. (NYSE: BIO and BIOb) is a global leader in developing, manufacturing, and marketing a broad range of innovative products for the life science research and clinical diagnostic markets. With a focus on quality and customer service for over 65 years, our products advance the discovery process and improve healthcare. Our customers are university and research institutions, hospitals, public health and commercial laboratories, biotechnology, pharmaceutical, as well as applied laboratories that include food safety and environmental quality. Founded in 1952, Bio-Rad is based in Hercules, California, and has a global network of operations with more than 8,000 employees worldwide. Bio-Rad had revenues exceeding $2.2 billion in 2018. For more information, please visit www.bio-rad.com.

This release may be deemed to contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements we make regarding the expected contributions and benefits of the new officer. We have based these statements on the information now known to us. Such statements involve risks and uncertainties, which could cause actual results to vary materially from those expressed in or indicated by the forward-looking statements. For further information regarding our risks and uncertainties, please refer to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in Bio-Rad’s public reports filed with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. The Company cautions you not to place undue reliance on forward-looking statements, which reflect an analysis only and speak only as of the date hereof. Bio-Rad Laboratories, Inc. disclaims any obligation to update these forward-looking statements.

Press Contact:

Bio-Rad Laboratories, Inc.

Tina Cuccia, Corporate Communications

510-724-7000

tina_cuccia@bio-rad.com