0001354488-13-006495.txt : 20131119 0001354488-13-006495.hdr.sgml : 20131119 20131119070018 ACCESSION NUMBER: 0001354488-13-006495 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131118 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: 20131119 DATE AS OF CHANGE: 20131119 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: 131228461 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
 
November 18, 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 Jurisdiction of Incorporation)     (Commission File No.)    (IRS Employer 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 Joseph Schick to serve as a director effective November 18, 2013. The Board made a qualitative assessment of Mr. Schick’s level of knowledge and experience based on a number of factors, including his finance experience with various companies. The Board appointed Mr. Schick to serve as the Chairman of the Audit Committee of its Board of Directors. Raymond Cohen, the former Chairman of the Audit Committee, will remain a member of the Audit Committee.  Mr. Schick will receive the standard compensation for nonemployee directors.

The Board appointed current director Raymond Cohen to serve as a Chairman of the Board effective November 18, 2013 with compensation of $10,000 per month for his role as non-executive Chairman. This compensation shall be in lieu of the compensation to which the Chairman is otherwise entitled as a Director and a participant in committees of the Board.  Mike Rice, the former Chairman of the Board, will remain a Director as well as the Company’s President and Chief Executive Officer.

ITEM 7.01                      Regulation FD Disclosure

On November 18, 2013, the Company issued a press release entitled “BioLife Solutions Appoints Raymond W. Cohen as Chairman and Joe Schick 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 November 19, 2013 entitled “BioLife Solutions Appoints Raymond W. Cohen as Chairman and Joe Schick to Board of Directors”
 
 
 

 

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:  November 19, 2013
By:
/s/ Daphne Taylor    
    Daphne Taylor    
   
Chief Financial Officer
 
       
EX-99.1 2 blfs_ex991.htm PRESS RELEASE OF BIOLIFE SOLUTIONS, INC. DATED NOVEMBER 19, 2013 blfs_ex991.htm
Exhibit 99.1


BioLife Solutions Appoints Raymond W. Cohen as Chairman and Joe Schick to Board of Directors

Proven Medtech Executives Strengthen Board Stewardship as Company Positions for High Growth and Increased Shareholder Value

 
BOTHELL, WA — November 19, 2013 —BioLife Solutions, Inc. (OTCQB: BLFS), a leading developer, manufacturer and marketer of proprietary clinical grade hypothermic storage and cryopreservation freeze media for cells and tissues, and contract aseptic media manufacturer, today announced that it has appointed a new chairman of the board and also a new director.
 
Current board director Raymond Cohen was appointed non-executive Chairman of the Board, replacing Mike Rice, President & CEO, who remains in that role and on the board.  Cohen is currently the Chairman of the Board of Lombard Medical Technologies, PLC, a UK public medical device company.  He is also Chairman of the Board of JenaValve Technology, Inc., a privately held, Munich-based medical device company.  Cohen is also a director of Spectrum Pharmaceuticals, Syncroness, Inc., and LoneStar Heart, Inc. He was most recently the Chief Executive Officer of Vessix Vascular, Inc., and led its November 2012 acquisition by Boston Scientific, a deal valued at up to $425 million.
 
The Company also announced that Joe Schick, a senior financial leader for several high growth companies, has joined its board of directors, replacing Roderick de Greef, who resigned from the board to devote time to his personal interests.  Schick is currently the Chief Financial Officer of Corbis Corporation, a privately held global digital media company. Concurrent with the commencement of his service as a director, Schick was also nominated and appointed Chairman of the Company’s Audit Committee.
 
In a long and successful finance career starting at Arthur Andersen, Schick brings public company financial experience from his tenure with Expedia from 1999 through 2006 where he held roles of increasing scope and responsibility, including serving as the Senior Vice President of Finance.  Since 2006, Schick has been the Chief Financial Officer at Vertafore, a software company, and at Talyst, a hardware/software pharmacy automation company, before joining Corbis earlier this year. He holds a B.S. degree in Accounting from the University of Illinois, and is a Certified Public Accountant.
 
Mike Rice, BioLife Solutions CEO, commented, “These appointments really strengthen our board and will be very beneficial as we execute our growth strategies. I am very pleased with the appointment of Ray Cohen as Chairman and with the addition of Joe Schick to our board of directors. Both have deep experience in corporate strategy, fundraising, and M & A activities. We’re actively seeking complementary products and technologies to license and acquire to enable BioLife to offer a broader portfolio of biopreservation tools, some of which may require fundraising, so having Ray more involved and Joe participating in these activities will be very helpful.”

Rice continued, “Our board wishes to thank Rod de Greef for his many years of leadership, strategic consulting, and service on BioLife’s board of directors.  Rod was invaluable in assisting management and the board in transforming BioLife into the valuable enterprise it is today.”
 
 
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About BioLife Solutions
 
BioLife Solutions develops, manufactures and markets hypothermic storage and cryopreservation solutions and high performance thermal packaging products for cells, tissues, and organs. The Company’s proprietary HypoThermosol® and CryoStor® platform of solutions are highly valued 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 commercial companies and clinical researchers significant improvement in shelf life and post-preservation viability and function of cells, tissues, and organs.  For more information please visit www.biolifesolutions.com, and follow BioLife on Twitter.
 
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements concerning our financial and business outlook for 2013, and other anticipated developments related to us, our business or customers. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. These statements are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements, including the factors described in our risk factors set forth in our filings with the Securities and Exchange Commission from time to time, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. We undertake no obligation to update the forward-looking statements contained herein or to reflect events or circumstances occurring after the date hereof, other than as may be required by applicable law.
 
 
# # # #

 
Media & Investor Relations
 
 
Daphne Taylor
   
Senior Vice President, Chief Financial Officer
   
(425) 402-1400
   
dtaylor@biolifesolutions.com
   
     


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