-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Aa5IaLBdb6R0jJPeRKLx3bIMlBm5tyvSJ532UNmMcKGV+8NcqH6Pt2gi4FSCmBFC zF3OBXBBUYj2sls5m+yciw== 0000891092-06-000097.txt : 20060118 0000891092-06-000097.hdr.sgml : 20060118 20060118133856 ACCESSION NUMBER: 0000891092-06-000097 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060112 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060118 DATE AS OF CHANGE: 20060118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THIRD WAVE TECHNOLOGIES INC /WI CENTRAL INDEX KEY: 0001120438 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 391791034 STATE OF INCORPORATION: DE FISCAL YEAR END: 0725 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31745 FILM NUMBER: 06535149 BUSINESS ADDRESS: STREET 1: 502 S ROSA RD CITY: MADISON STATE: WI ZIP: 53719-1256 BUSINESS PHONE: 608-663-7036 MAIL ADDRESS: STREET 1: 502 S. ROSA ROAD CITY: MADISON STATE: WI ZIP: 53719 8-K 1 e23205_8k.txt FORM 8-K 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): January 12, 2006 Third Wave Technologies, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-31745 39-1791034 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 502 South Rosa Road, Madison, Wisconsin 53719 - ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (608) 273-8933 -------------- (Registrant's Telephone number, including area code) N/A --- (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-4c)) Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. (d) On January 12, 2006, Third Wave Technologies, Inc. (the "Company") appointed Lawrence J. Murphy to fill a vacancy on the Board of Directors. Mr. Murphy will serve on the Audit Committee and the Compensation Committee. A copy of the news release announcing Mr. Murphy's appointment is filed with this report as Exhibit 99. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 99 News Release Announcing Appointment of Lawrence J. Murphy to the Board of Directors 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has fully caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THIRD WAVE TECHNOLOGIES, INC. Date: January 18, 2006 By: /s/ Kevin T. Conroy ------------------------------ Name: Kevin T. Conroy Title: President and Chief Executive Officer 3 SECURITIES AND EXCHANGE COMMISSION Washington, DC EXHIBITS CURRENT REPORT ON FORM 8-K Date of Event Reported: January 12, 2006 Commission File No: 000-31745 THIRD WAVE TECHNOLOGIES, INC. EXHIBIT INDEX Exhibit No. Exhibit Description - ----------- ------------------- 99 News Release Announcing Appointment of Lawrence J. Murphy to the Board of Directors EX-99 2 e23205ex99.txt PRESS RELEASE Exhibit 99 [LOGO] Contact: Rod Hise (608) 663-4010 investor@twt.com For Immediate Release Lawrence J. Murphy Appointed to Third Wave Board of Directors MADISON, Wis., Jan. 18, 2006--Third Wave Technologies Inc. (Nasdaq: TWTI) today announced that Lawrence J. Murphy has joined the company's board of directors. Mr. Murphy, 63, brings to Third Wave's board more than 30 years of business experience in strategic partnerships, mergers and acquisitions, operations, finance, law and administration. Mr. Murphy has been an independent business consultant since 1997, providing strategic business counsel across a broad range of issues, with an emphasis on mergers and acquisitions. He has served as the lead business advisor on significant transactions for his clients, including Jabil Circuit Inc., a publicly-held (NYSE) global electronics manufacturing service company whose customers include Nokia, Cisco Systems, Hewlett-Packard and Philips. Jabil's total revenues have grown from approximately $975 million, when Mr. Murphy became a consultant to the company, to more than $7 billion in fiscal 2005. He has served as a director of the company since 1989, when its revenues were approximately $100 million. Prior to establishing his consulting business, Mr. Murphy served as executive vice president and secretary of Core Industries Inc., a publicly-held (NYSE) diversified manufacturing company, from 1981 until its sale in 1997. He led more than 20 acquisition and divesture transactions involving approximately $630 million in revenue and played an important role in the refocusing of the company that resulted in a five-fold increase in its market capitalization. He was elected a director of the company in 1992. Mr. Murphy was a certified public accountant with Deloitte & Touche and a practicing attorney before he joined Core Industries. "Larry Murphy has a demonstrated record of leading rapid growth and creating value for customers and shareholders," said Kevin T. Conroy, president and chief executive officer of Third Wave. "We are very pleased that Larry is joining Third Wave's board of directors. His incisive strategic perspective and broad operational experience will be invaluable to Third Wave as we continue to drive the company's emergence as a leader in molecular diagnostics." Mr. Murphy will serve on Third Wave's audit and compensation committees. About Third Wave Technologies Third Wave Technologies is a leader in the development and marketing of molecular diagnostics for a variety of DNA and RNA analysis applications, providing physicians and researchers with superior molecular solutions. Third Wave's Invader(R) chemistry provides the company's customers with exceptional performance, scalability and ease of use. The company offers a number of clinical products based on its Invader(R) chemistry for genetic testing related to multiple disease areas. For more information about Third Wave and its products, please visit the company's website at www.twt.com. All statements in this news release that are not historical are forward-looking statements within the meaning of the Securities Exchange Act of 1934 as amended. Such forward-looking statements are subject to factors that could cause actual results to differ materially for Third Wave from those projected. Those factors include risks and uncertainties relating to technological approaches of Third Wave and its competitors, product development, manufacturing, market acceptance, cost and pricing of Third Wave products, dependence on collaborative partners and commercial customers, successful performance under collaborative and commercial agreements, competition, the strength of the Third Wave intellectual property, the intellectual property of others and other risk factors identified in the documents Third Wave has filed, or will file, with the Securities and Exchange Commission. Copies of the Third Wave filings with the SEC may be obtained from the SEC Internet site at www.sec.gov. Third Wave expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Third Wave's expectations with regard thereto or any change in events, conditions, or circumstances on which any such statements are based. Third Wave Technologies, Invader and the Third Wave logo are trademarks of Third Wave Technologies, Inc. --30-- -----END PRIVACY-ENHANCED MESSAGE-----