-----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, PYuMBEvJcoi7IfE/yIgtS50ML5n4rSu/qq7Zq8TO448nkUiSiuORTnCxzXnCkfEO eJY6OcSwuNke1gmhIVceWA== 0000950134-06-011860.txt : 20060620 0000950134-06-011860.hdr.sgml : 20060620 20060620150242 ACCESSION NUMBER: 0000950134-06-011860 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060615 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: 20060620 DATE AS OF CHANGE: 20060620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIFECORE BIOMEDICAL INC CENTRAL INDEX KEY: 0000028626 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 410948334 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-04136 FILM NUMBER: 06915198 BUSINESS ADDRESS: STREET 1: 3515 LYMAN BLVD CITY: CHASKA STATE: MN ZIP: 55318-3051 BUSINESS PHONE: 6123684300 FORMER COMPANY: FORMER CONFORMED NAME: DIAGNOSTIC INC DATE OF NAME CHANGE: 19861214 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN MEDICAL RESEARCH INC DATE OF NAME CHANGE: 19691118 8-K 1 c06181e8vk.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: June 15, 2006
(Date of earliest event reported)
LIFECORE BIOMEDICAL, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-4136
___________________________
     
Minnesota
(State or other jurisdiction of incorporation)
  41-0948334
(IRS Employer Identification No.)
3515 Lyman Boulevard, Chaska, Minnesota 55318
(Address of principal executive offices, including zip code)
(952) 368-4300
(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 obligation of the registrant under any of the following provisions:
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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Item 9.01 Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
Press Release


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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On June 15, 2006, the Board of Directors of Lifecore Biomedical, Inc. (the “Company”) elected a new director, Martin J. Emerson. Mr. Emerson has not been appointed to serve on any of the committees of the Company’s Board of Directors.
Mr. Emerson currently serves as President and Chief Executive Officer of American Medical Systems, Inc. (“AMS”), a provider of medical devices and therapies that restore the pelvic health of individuals worldwide. He has served as President since March 2004 and as Chief Executive Officer since January 2005. From January 2003 to March 2004, Mr. Emerson served as Executive Vice President, Global Sales and Marketing and as Chief Operating Officer of AMS. From 2000 through 2002, he served as Vice President and General Manager of International Operations of AMS. Mr. Emerson has over 20 years of experience in the medical device industry, including earlier experience with Boston Scientific Corporation and Baxter International. Mr. Emerson has a B.S. Degree in Accounting from Marquette University and is also a Certified Public Accountant.
There are no arrangements or understandings between Mr. Emerson and any other persons pursuant to which Mr. Emerson was selected as a director. Mr. Emerson does not have a direct or indirect material interest in any currently proposed transaction to which the Company is to be party in which the amount involved exceeds $60,000, nor has Mr. Emerson had a direct or indirect material interest in any such transaction since the beginning of the Company’s last fiscal year.
A press release, dated June 20, 2006, announcing the election of Mr. Emerson is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
     The following exhibit is being filed with this Current Report on Form 8-K:
     99.1     Press Release, dated June 20, 2006, of Lifecore Biomedical, Inc.
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.
         
  LIFECORE BIOMEDICAL, INC.
 
 
  By:   /s/ Dennis J. Allingham    
    Dennis J. Allingham   
    President and Chief Executive Officer   
 
Date: June 20, 2006

 


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EXHIBIT INDEX
     
Exhibit    
Number   Description
99.1
  Press Release, dated June 20, 2006, of Lifecore Biomedical, Inc.

 

EX-99.1 2 c06181exv99w1.htm PRESS RELEASE exv99w1
 

Exhibit 99.1
LIFECORE NAMES MARTIN J. EMERSON TO BOARD OF DIRECTORS
 
Chaska, MN. June 20, 2006 — LIFECORE BIOMEDICAL, INC. (NASDAQ:LCBM) announced today that it has appointed Martin J. Emerson to its Board of Directors. Mr. Emerson is President and CEO of American Medical Systems, Inc. (AMS), a leading provider of medical devices and therapies that restore the pelvic health of individuals worldwide.
“Marty is a seasoned and accomplished executive in the medical device industry who brings significant sales and operating experience, both domestic and international,” said Dennis J. Allingham, Lifecore’s President & CEO. “Insights from his experience will be a valuable asset in guiding our future growth.”
Mr. Emerson commented, “I am pleased to be joining the Lifecore Board at such an important time in the company’s development. This is an organization with strong core values and solid leadership that has grown significantly in the past few years, and I am looking forward to its exciting future.”
Mr. Emerson has been President and CEO of AMS since January 2005. He served as President from March 2004. From January 2003 to March 2004 he was the Executive Vice President, Global Sales and Marketing, and Chief Operating Officer. From 2000 through 2002, he served as Vice President and General Manager of International Operations. Mr. Emerson has over 20 years experience in the medical device industry, including earlier experience with Boston Scientific Corporation and Baxter International. Mr. Emerson has a B.S. Degree in Accounting from Marquette University and is also a Certified Public Accountant.
About Lifecore Biomedical
Lifecore Biomedical, celebrating its 40th anniversary, develops, manufactures and markets biomaterials and medical devices for use in various surgical markets through two divisions, the Hyaluronan Division and the Oral Restorative Division. The Hyaluronan Division conducts its business through OEM and contract manufacturing alliances in the ophthalmic, orthopedic and veterinary surgical fields. The Oral Restorative Division conducts its dental surgery business through direct sales and marketing in the United States, France, Germany, Italy and Sweden and through 25 distributors in 37 other countries.
Safe Harbor Statement
Certain statements in this release are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including the statement regarding future growth of the business. Such forward-looking statements involve numerous risks and uncertainties in the complex regulatory and competitive aspects of Lifecore’s business activity that could cause actual results to differ materially from those implied. Investors are strongly cautioned to review more detailed discussions of those risks presented in the Company’s filings with the Securities and Exchange Commission including Exhibit 99.1 to Lifecore’s annual report on Form 10-K for the fiscal year ending June 30, 2005.
Additional general corporate information is available on the internet at http://www.lifecore.com.
Contact 952-368-4300

          Dennis J. Allingham, President and CEO, 952-368-4300
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