8-K 1 f35135e8vk.htm FORM 8-K e8vk
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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): November 1, 2007
CEPHEID
(Exact name of Registrant as specified in its charter)
         
California
(State or other jurisdiction of
incorporation)
  000-30755
(Commission file number)
  77-0441625
(I.R.S. Employer Identification
No.)
     
904 Caribbean Drive, Sunnyvale, CA   94089
 
(Address of principal executive offices)   (Zip Code)
(408) 541-4191
 
(Registrant’s telephone number, including area code)
Not Applicable
 
(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 obligations of the registrant under any of the following provisions (see General Instruction A.2 below):
  o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
  o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
  o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
  o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 2.02 Results of Operations and Financial Condition.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Exhibit Index
EXHIBIT 99.01


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Item 2.02   Results of Operations and Financial Condition.
     (a)
     The information in this Item 2.02 and the exhibit attached hereto are being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing.
     On November 1, 2007, Cepheid issued a press release announcing its financial results for the quarter ended September 30, 2007 and certain other information. The press release is attached to this report as Exhibit 99.01.
     In the press release and during a conference call and webcast regarding Cepheid’s quarterly results, Cepheid supplemented its reported GAAP financials with non-GAAP measures. Cepheid uses the non-GAAP information internally to evaluate its continuing operational performance and its cash requirements, and believes these non-GAAP measures are useful to investors as they provide a basis for evaluating the company’s cash requirements and additional insight into the underlying operating results and the company’s ongoing performance in the ordinary course of its operations. However, non-GAAP measures are not stated in accordance with, should not be considered in isolation from, and are not a substitute for GAAP measures, and Cepheid’s non-GAAP measures may be different from similarly titled non-GAAP measures reported by other companies. A reconciliation of GAAP to non-GAAP results is provided in the tables immediately following the GAAP Consolidated Financial Statements included in the press release.
Item 5.02   Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
     (b)
     On November 1, 2007, Cepheid announced that John R. Sluis, its Senior Vice President of Finance and Chief Financial Officer, intends to retire. Cepheid and Mr. Sluis intend that Mr. Sluis will continue in his current position during a transitional period through December 31, 2007. Cepheid is currently working with an outside executive search firm to identify a new chief financial officer.
Item 9.01   Financial Statements and Exhibits.
     (d)     Exhibits.
     
Exhibit No.   Exhibit Title
 
   
99.01
  Press release dated November 1, 2007.

 


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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.
         
  Cepheid
 
 
Date: November 1, 2007  By:   /s/ John L. Bishop    
    Name:   John L. Bishop   
    Title:   Chief Executive Officer   
 

 


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Exhibit Index
     
Exhibit No.   Exhibit Title
 
   
99.01
  Press release dated November 1, 2007.