0001354488-13-000396.txt : 20130204 0001354488-13-000396.hdr.sgml : 20130204 20130204122705 ACCESSION NUMBER: 0001354488-13-000396 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121230 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130204 DATE AS OF CHANGE: 20130204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOLIFE SOLUTIONS INC CENTRAL INDEX KEY: 0000834365 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 943076866 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18170 FILM NUMBER: 13568970 BUSINESS ADDRESS: STREET 1: 3303 MONTE VILLA PARKWAY STREET 2: SUITE 310 CITY: BOTHELL STATE: WA ZIP: 98021 BUSINESS PHONE: 4254011400 MAIL ADDRESS: STREET 1: 3303 MONTE VILLA PARKWAY STREET 2: SUITE 310 CITY: BOTHELL STATE: WA ZIP: 98021 FORMER COMPANY: FORMER CONFORMED NAME: BIOLIFE SOLUTION INC DATE OF NAME CHANGE: 20030113 FORMER COMPANY: FORMER CONFORMED NAME: CRYOMEDICAL SCIENCES INC DATE OF NAME CHANGE: 19920703 8-K 1 blfs_8k.htm CURRENT REPORT blfs_8k.htm


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
 
January 30, 2013
Date of report (Date of earliest event reported)

____________________________________


BIOLIFE SOLUTIONS, INC.
(Exact Name of Registrant as Specified in Charter)
 

 
Delaware   0-18710   94-3076866
(State or Other   (Commission File No.)   (IRS Employer
Jurisdiction of Incorporation)       Identification No.)
 
3303 Monte Villa Parkway, Bothell, WA 98021
(Address of principal executive offices, including zip code)

(425) 402-1400
(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 (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))
 


 
 
 
 
 
 ITEM 5.02  Departure of Director or Principal Officers; Election of Directors; Appointment ofCertain Officers; Compensatory Arrangements of Certain Officers
 
The Board of Directors (the “Board”) of BioLife Solutions, Inc. (the "Company") appointed Rick Stewart to serve as a director effective January 30, 2013. The Board made a qualitative assessment of Mr. Stewart’s level of knowledge and experience based on a number of factors, including his experience leading various technology companies. The Board appointed Mr. Stewart to serve as a member of the Audit Committee of its Board of Directors. Mr. Stewart will receive the standard compensation for nonemployee directors.
 
 ITEM 7.01   Regulation FD Disclosure
 
On February 4, 2013, the Company issued a press release entitled “BioLife Solutions Appoints Rick Stewart To Board of Directors.”  The press release is attached hereto as Exhibit 99.1. The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
 
 ITEM  9.01   Financial Statements and Exhibits
 
(d) Exhibits
 
Exhibit Number
 
Description
 
Press release of BioLife Solutions, Inc. dated February 4, 2013 entitled “BioLife Solutions Appoints Rick Stewart To Board of Directors”


 
2

 
 
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.
 
  BIOLIFE SOLUTIONS, INC.  
       
Date: February 4, 2013
By:
/s/ Daphne Taylor  
    Name:  Daphne Taylor  
    Title:  Chief Financial Officer  
       
 
 
 
3

EX-99.1 2 blfs_ex991.htm PRESS RELEASE blfs_ex991.htm
Exhibit 99.1

BioLife Solutions Appoints Rick Stewart
To Board of Directors

CEO of Kirkland, WA-Based Cardiac Dimensions, Inc.
 
BOTHELL, WA—February 4, 2013—BioLife Solutions, Inc. (OTCBB: BLFS), a leading developer, manufacturer and marketer of proprietary clinical grade hypothermic storage and cryopreservation freeze media for cells and tissues, and contract media manufacturer, today announced that Rick Stewart, Chief Executive Officer of Kirkland, Washington-based Cardiac Dimensions, has joined its board of directors and has been appointed to its Audit Commitee. Stewart replaces Howard Breslow, who submitted his resignation from the board.
 
Mr. Stewart has served as President and Chief Executive Officer, and a member of the Board of Directors of Cardiac Dimensions since 2001. From 1998 to 2001 he was President and Chief Executive Officer of Tegris Corporation, a leading IT infrastructure and enterprise applications provider for vertical markets. Prior to that Mr. Stewart had a long career within Eli Lilly and Company's Medical Device and Diagnostics Unit, holding multiple executive positions in general and technical management, sales, marketing and business development. Mr. Stewart was a member of the senior team that led a buyout of the Physio-Control subsidiary from Eli-Lilly in 1994 which shortly thereafter was taken public. He received an MBA from the University of Washington.
 
Mike Rice, BioLife Solutions Chairman and Chief Executive Officer, said, “I am very pleased that Rick has agreed to join our board at this very important time for BioLife.  We are generating record revenues and on a significant growth path, and Rick’s extensive life sciences and operations background will make his counsel and participation invaluable as we seek to generate more shareholder value.  I know I speak for our entire board in looking forward to the contributions Rick will make as we continue to execute our growth plan.”

Rice continued, “Our board would also like to recognize the outstanding contributions Howard has made to support the Company’s growth, as a board member and also as corporate counsel for BioLife.”

About Cardiac Dimensions

Cardiac Dimensions is a leader in the development of innovative, minimally invasive treatment modalities to address heart failure and related cardiovascular conditions. The company’s initial technology platform, the CARILLON Mitral Contour System has been designed to address functional mitral regurgitation, utilizing a novel percutaneous approach. Cardiac Dimensions is based in Kirkland, Washington. For more information, visit the company’s web site: http://www.cardiacdimensions.com.

About BioLife Solutions

BioLife Solutions develops, manufactures and markets patented hypothermic storage and cryopreservation solutions for cells and tissues.  The Company’s proprietary HypoThermosol® and CryoStor® platform of solutions are marketed to academic and commercial organizations in the biobanking, drug discovery, and regenerative medicine markets. BioLife’s products are serum-free and protein-free, fully defined, and are formulated to reduce preservation-induced cell damage and death.  BioLife’s enabling technology provides academic and clinical researchers significant improvements in post-thaw cell, tissue, and organ viability and function.  For more information please visit www.biolifesolutions.com, and follow BioLife on Twitter.


This news release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  These forward-looking statements include any statements that relate to the intent, belief, plans or expectations of the Company or its management, or that are not a statement of historical fact.  Any forward-looking statements in this news release are based on current expectations and beliefs and are subject to numerous risks and uncertainties that could cause actual results to differ materially. Some of the specific factors that could cause BioLife Solutions’ actual results to differ materially are discussed in the Company’s recent filings with the Securities and Exchange Commission.  BioLife Solutions disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.

# # # #
 
Media Relations:
Investor Relations:
 
Len Hall
Matt Clawson
 
Allen & Caron Inc
Allen & Caron Inc
 
(949) 474-4300
(949) 474-4300
 
len@allencaron.com
matt@allencaron.com