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 1, 2013 |
Accelerate Diagnostics, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-31822 | 84-1072256 |
| (Commission File Number) | (IRS Employer Identification No.) |
| 3950 South Country Club, Suite 470, Tucson, Arizona | 85714 |
| (Address of principal executive offices) | (Zip Code) |
(520) 365-3100
(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 (see General Instruction A.2. below):
| ¨ | 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)) |
| Item 4.01 | Changes in Registrant’s Certifying Accountant. |
On July 1, 2013, the Audit Committee of the Board of Directors of Accelerate Diagnostics, Inc. (the “Company”) dismissed Comiskey & Company, P.C. (“Comiskey”) as its independent registered public accounting firm and approved the engagement of Ernst & Young LLP (“E&Y”) to replace Comiskey as its independent registered public accounting firm for the fiscal year ending December 31, 2013.
The reports issued by Comiskey with respect to the Company’s financial statements for (i) the past two fiscal years, which ended on July 31, 2011 and July 31, 2012, respectively, and (ii) the transition period that began on August 1, 2012 and ended on December 31, 2012, did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company’s two most recent fiscal years and the transition period that ended on December 31, 2012 (and the subsequent interim period preceding Comiskey’s dismissal), there were no disagreements between the Company and Comiskey on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to the satisfaction of Comiskey, would have caused Comiskey to make reference to the matter.
During the Company’s two most recent fiscal years and the transition period that ended on December 31, 2012 (and the subsequent interim period preceding the Company’s engagement of E&Y), neither the Company nor anyone on its behalf consulted E&Y regarding any of the matters or events set forth in Item 304(a)(2) of Regulation S-K.
As required by Item 304(a)(3) of Regulation S-K, the Company furnished a copy of the above disclosures to Comiskey and requested that Comiskey furnish the Company with a letter addressed to the Securities and Exchange Commission (the “SEC”) stating whether Comiskey agrees with the above statements. A copy of Comiskey’s letter to the SEC, dated July 1, 2013, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 1, 2013, the Company appointed Pete Bantock to serve as the Company’s Chief Commercial Officer, effective immediately. Prior to joining the Company, Mr. Bantock was Senior Vice President and General Manager of Ventana Medical Systems’ North American Commercial Operations. Previously, he was the General Manager of Spring Bioscience, a division of Ventana. Prior to his role for Spring Bioscience, Mr. Bantock held various sales and marketing positions at Ventana Medical Systems, including Director of Marketing and Head of Corporate Accounts. Mr. Bantock began his healthcare career at Abbott Labs, where he was manager of South African commercial operations for the Diagnostics Division, among other roles.
Mr. Bantock will be paid an annual base salary of $237,500. Additionally, subject to approval by the Company’s Board of Directors, Mr. Bantock will be granted 200,000 non-qualified stock options to purchase shares of the Company’s common stock at an exercise price equal to the closing price of the Company’s common stock on the date of the grant. The options will vest over a five-year period with 40% vesting two years from the date of grant, and the remaining vesting in equal monthly installments thereafter. Mr. Bantock will receive the Company’s standard benefit package including health care and life and disability insurance, and will be eligible to receive cash bonuses if and when the Board adopts such a plan.
On July 1, 2013, the Company issued a press release announcing Mr. Bantock’s appointment as Chief Commercial Officer. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 8.01 | Other Events. |
On July 1, 2013, the Company issued a press release announcing that it has joined the Russell 2000Ò, Russell 3000Ò, and Russell Global Indexes following Russell’s reconstitution of a comprehensive set of U.S. and global equity indexes. A copy of that press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description |
| 16.1 | Letter of Comiskey & Company, P.C. to the U.S. Securities and Exchange Commission, dated July 1, 2013 |
| 99.1 | Press Release issued by Accelerate Diagnostics, Inc. on July 1, 2013, entitled “Accelerate Diagnostics Appoints Chief Commercial Officer” |
| 99.2 | Press Release issued by Accelerate Diagnostics, Inc. on July 1, 2013, entitled “Accelerate Diagnostics Joins the Russell 2000Ò Index” |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Date: July 1, 2013 |
ACCELERATE DIAGNOSTICS, INC. (Registrant)
/s/ Steve Reichling Steve Reichling Chief Financial Officer |
EXHIBIT INDEX
| Exhibit No. | Description |
| 16.1 | Letter of Comiskey & Company, P.C. to the U.S. Securities and Exchange Commission, dated July 1, 2013 |
| 99.1 | Press Release issued by Accelerate Diagnostics, Inc. on July 1, 2013, entitled “Accelerate Diagnostics Appoints Chief Commercial Officer” |
| 99.2 | Press Release issued by Accelerate Diagnostics, Inc. on July 1, 2013, entitled “Accelerate Diagnostics Joins the Russell 2000Ò Index” |
EXHIBIT 16.1
[Comiskey & Company, P.C. Letterhead]
July 1, 2013
U.S. Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read the statements included under Item 4.01, Changes in Registrant’s Certifying Accountant, in the Form 8-K dated July 1, 2013 of Accelerate Diagnostics, Inc., to be filed with the Securities and Exchange Commission, and are in agreement with the statements therein insofar as they relate to our firm. We are not in a position to agree or disagree with the statements in Item 4.01 regarding the engagement of Ernst & Young LLP by Accelerate Diagnostics, Inc.
/s/ Comiskey & Company, P.C.
COMISKEY & COMPANY, PROFESSIONAL CORPORATION
EXHIBIT 99.1
Accelerate Diagnostics Appoints Chief
Commercial Officer
TUCSON, Ariz., July 1, 2013 /PRNewswire/ -- Accelerate Diagnostics, Inc. (NASDAQ: AXDX), today announced that it has appointed Pete Bantock to the position of Chief Commercial Officer, effective today.
Most recently Pete was Sr. Vice President and General Manager of Ventana Medical Systems’ North American Commercial Operations. Previously, Pete was the General Manager of Spring Bioscience, a division of Ventana. Prior to Spring, Pete held various sales and marketing positions at Ventana including director of marketing and head of corporate accounts.
Pete began his healthcare career at Abbott Labs where he was manager of South African commercial operations for the Diagnostics Division, among other roles.
“We are delighted to welcome Pete to our leadership team,” said Lawrence Mehren, CEO of Accelerate Diagnostics. “Pete’s two decades of commercial experience in diagnostics and healthcare as well as his general management expertise will be a tremendous benefit as we aggressively pursue our commercial objectives.”
“I am privileged to be joining such a dynamic and talented team,” said Bantock. “Accelerate’s differentiated technology promises to make a dramatic impact on patient care by rapidly providing physicians and microbiologists with critical information to better manage infectious disease.”
About Accelerate Diagnostics, Inc.
Accelerate Diagnostics, Inc. (NASDAQ: AXDX) is an in-vitro diagnostics
company focused on developing and commercializing innovative systems for the rapid identification and antibiotic susceptibility
testing of infectious pathogens. The Company’s revolutionary BACcel™ platform utilizes a proprietary culture-free process
with both genomic and phenotypic detection technologies that significantly decreases time to result while achieving high sensitivity
and specificity. In addition to the BACcel system development pipeline, the Company also owns and licenses its proprietary OptiChem™
surface coatings technology, which has numerous applications for binding in bio-analytical systems, such as microarrays. For more
information, visit: www.acceleratediagnostics.com.
Forward-Looking Statements
This press release contains words such as “expects,” “shall,” “will,” “believes”
and other similar expressions that are intended to identify forward-looking statements within the meaning of the Safe Harbor Provisions
of the Private Securities Litigation Reform Act of 1995. Such statements in this announcement are made based on the Company’s
current beliefs, known events and circumstances at the time of publication and, as such, are subject in the future to unforeseen
risks and uncertainties that could cause the Company's results of operations, performance and achievements to differ materially
from current expectations expressed in, or implied by, these forward-looking statements. For a full discussion of the Company’s
risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see
“Risk Factors” in Item 1A in the Company’s Transition Report on Form 10-KT, filed with the SEC on March 20, 2013.
In addition, the Company’s forward-looking statements could be affected by general industry and market conditions and growth
rates. Except as required by federal securities laws, the Company undertakes no obligation to update or revise these forward-looking
statements to reflect new events, uncertainties or other contingencies.
EXHIBIT 99.2
Accelerate Diagnostics Joins the Russell 2000Ò Index
TUCSON, Ariz., July 1, 2013—Accelerate Diagnostics, Inc. (NASDAQ: AXDX), an in vitro diagnostics company dedicated to providing solutions for the global challenge of drug resistant organisms and hospital acquired infections, today announced that it has joined the Russell 2000Ò, Russell 3000Ò, and Russell Global Indexes following Russell’s reconstitution of a comprehensive set of U.S. and global equity indexes.
“We are pleased to join the Russell 2000Ò Index and welcome new investors to our company’s stock,” said Lawrence Mehren, President and CEO of Accelerate Diagnostics, Inc.
Annual reconstitution of Russell’s U.S. indexes captures the 4,000 largest U.S. stocks as of the end of May, ranking them by total market capitalization. Membership in the Russell 3000, which remains in place for one year, means automatic inclusion in the large-cap Russell 1000Ò Index or small-cap Russell 2000Ò Index as well as the appropriate growth and value style indexes. Russell determines membership for its equity indexes primarily by objective, market-capitalization rankings and style attributes.
The Russell 3000 also serves as the U.S. component to the Russell Global Index, which Russell launched in 2007.
Russell indexes are widely used by investment managers and institutional investors for index funds and as benchmarks for both passive and active investment strategies. Approximately $4.1 trillion in assets are benchmarked to the Russell Indexes. Russell calculates more than 700,000 benchmarks daily covering approximately 98 percent of the investable market globally, more than 80 countries and 10,000 securities. These investment tools originated from Russell’s multi-manager investment business in the early 1980s when the company saw the need for a more objective, market-driven set of benchmarks in order to evaluate outside investment managers.
Total returns data for the Russell 3000 and other Russell Indexes is available at http://www.russell.com/Indexes/performance/default.asp.
About Russell
Russell Investments (Russell) is a global asset manager and one of only a few firms that offers actively managed multi-asset portfolios and services that include advice, investments and implementation. Russell stands with institutional investors, financial advisors and individuals working with their advisors—using the firm’s core capabilities that extend across capital market insights, manager research, portfolio construction, portfolio implementation and indexes to help each achieve their desired investment outcomes.
Russell has more than $173 billion in assets under management (as of 3/31/2013) and works with over 2,500 institutional clients, independent distribution partners and individual investors globally. As a consultant to some of the largest pools of capital in the world, Russell has $2.6 trillion in assets under advisement (as of 12/31/2012). It has four decades of experience researching and selecting investment managers and meets annually with more than 2,200 managers around the world. Russell traded more than $1.4 trillion in 2012 through its implementation services business.
About Accelerate Diagnostics, Inc.
Accelerate Diagnostics, Inc. (NASDAQ: AXDX) is an in-vitro diagnostics company focused on developing and commercializing innovative systems for the rapid identification and antibiotic susceptibility testing of infectious pathogens. The Company’s revolutionary BACcel™ platform utilizes a proprietary culture-free process with both genomic and phenotypic detection technologies that significantly decreases time to result while achieving high sensitivity and specificity. In addition to the BACcel system development pipeline, the Company also owns and licenses its proprietary OptiChem™ surface coatings technology, which has numerous applications for binding in bio-analytical systems, such as microarrays. For more information, visit: www.acceleratediagnostics.com.
Forward-Looking Statements
This press release contains words such as “expects,” “shall,” “will,” “believes” and other similar expressions that are intended to identify forward-looking statements within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Such statements in this announcement are made based on the Company’s current beliefs, known events and circumstances at the time of publication and, as such, are subject in the future to unforeseen risks and uncertainties that could cause the Company's results of operations, performance and achievements to differ materially from current expectations expressed in, or implied by, these forward-looking statements. For a full discussion of the Company’s risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in Item 1A in the Company’s Transition Report on Form 10-KT, filed with the SEC on March 20, 2013. In addition, the Company’s forward-looking statements could be affected by general industry and market conditions and growth rates. Except as required by federal securities laws, the Company undertakes no obligation to update or revise these forward-looking statements to reflect new events, uncertainties or other contingencies.