-----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, TN4I7bS1rtlb8NLWA/sggy4QCKAw5AYFlFVlipfhSulodAc6hDTVFDEkvSMBCW1e DLwifm3ZvkjbAP0uKsNRbg== 0000842023-05-000055.txt : 20051130 0000842023-05-000055.hdr.sgml : 20051130 20051130140200 ACCESSION NUMBER: 0000842023-05-000055 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051129 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: 20051130 DATE AS OF CHANGE: 20051130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TECHNE CORP /MN/ CENTRAL INDEX KEY: 0000842023 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 411427402 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17272 FILM NUMBER: 051233968 BUSINESS ADDRESS: STREET 1: 614 MCKINLEY PL N E CITY: MINNEAPOLIS STATE: MN ZIP: 55413 BUSINESS PHONE: 6123798854 MAIL ADDRESS: STREET 1: 614 MCKINLEY PLACE NE CITY: MINNEAPOLIS STATE: MN ZIP: 55413 8-K 1 k8-director.txt 8-K 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): November 29, 2005 TECHNE CORPORATION (Exact Name of Registrant as Specified in Charter) Minnesota 0-17272 41-1427402 (State or Other Jurisdiction (Commission I.R.S. Employer of Incorporation) File Number) Identification No.) 614 Mckinley Place NE Minneapolis, MN 55413 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (612) 379-8854 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 obligations 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-4(c)) Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers Effective November 29, 2005, Dr. Charles A. Dinarello was elected to the Board of Directors of Techne Corporation (the "Company") and to the Nominations and Governance Committee of the Board. In connection with his service on the Company's Board and the Nominations and Governance Committee, Dr. Dinarello will receive annual cash compensation and stock options pursuant to the Company's director compensation policy. Dr. Dinarello was not named as director pursuant to any arrangement or understanding with any third person. There is not currently, nor has there been in the past, any transaction with the Company or any of its subsidiaries or affiliates in which Dr. Dinarello has or had a direct or an indirect material interest. On November 29, 2005, the Company issued a press release announcing the election of Dr. Dinarello to the Company's Board of Directors. The press release is attached as Exhibit 99.1 and is incorporated by reference herein. Item 9.01 Financial Statements and Exhibits (d) Exhibits 99.1 Press Release dated November 29, 2005. 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. Dated: November 30, 2005 TECHNE CORPORATION By: /s/ Thomas E. Oland --------------------------- Name: Thomas E. Oland Title: President and Chief Executive Officer EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press release of Techne Corporation dated November 29, 2005. EX-99.1 2 dinarello.txt PRESS RELEASE DATED 11/29/05 TECHNE CORPORATION ANNOUNCES THAT DR. CHARLES A. DINARELLO HAS ACCEPTED A SEAT ON TECHNE'S BOARD. Minneapolis/November 29, 2005/--TECHNE Corporation (NASDAQ: TECH) announced today that Dr. Charles A. Dinarello has accepted a Director position on TECHNE's Board of Directors. Dr. Dinarello's initial term will begin immediately and run through October 26, 2006. All TECHNE Directors are reelected by its shareholders on an annual basis. Dr. Dinarello is a Professor of Medicine at the University of Colorado School of Medicine in Denver. Until 1996, he was Professor of Medicine and Pediatrics at Tufts University School of Medicine and a staff physician at the New England Medical Center Hospital in Boston. Dr. Dinarello received his medical degree from Yale University and his clinical training at the Massachusetts General Hospital. From 1971 to 1974, he was a clinical associate and from 1975 to 1977 a senior investigator at the National Institutes of Health in Bethesda. Dr. Dinarello has published over 500 original research articles on cytokines, particularly Interleukin-1 and Tumor Necrosis Factor. The Institute for Scientific Information listed him as the world's fourth most cited scientist (all science) for the 20 years (1983- 2003). He was elected into the United States National Academy of Sciences in 1998 and is currently a member of the editorial board of "Proceedings of the National Academy of Sciences." He has trained over 40 investigators, many of whom are recognized experts in their fields. Dr. Dinarello has served on the Board of Scientific Advisors of the National Institutes of Allergy and Infectious Diseases and is currently on the Board of Advisors of the Alliance for Lupus Research. He was Vice President of the American Society of Clinical Investigation (1989- 1990) and President of the International Cytokine Society (1995-1996). The recipient of several awards for his contributions to the field of infectious diseases and cytokines, he received Germany's Ernst Jung Prize in Medicine in 1993. He donated the entire prize money ($125,000) to universities and research institutes in the United States and Israel, and established the Sheldon M. Wolff Professorship at Tufts University to honor his late mentor. In 1996, he received the Ludwig Heilmeyer Gold Medal of the Society for Internal Medicine (Germany, Austria, and Switzerland) for his contributions to progress in internal medicine. He is also the recipient of the Chirone International Prize from the Italian Academy of Medicine. In 1997, the University of Marseille (France) conferred upon Dr. Dinarello the degree Doctor Honoris Causa and most recently he received an honorary doctorate from the Weizmann Institute of Science in Israel. Mr. Thomas E. Oland, TECHNE's Chairman and CEO, said "I am extremely pleased with Dr. Dinarello's decision to accept a position on TECHNE's Board. We are very fortunate to have a person of his scientific caliber on our Board. Dr. Dinarello is one of the world's leading researchers, having led the team that was the first to clone the human gene for Interleukin-1 in 1984, which opened the field known today as cytokine biology. He is actively involved in research on a day-to-day basis and is currently studying the biology of Interleukin-IL-32, a new cytokine recently discovered in his laboratory. His unique scientific expertise in the area of cytokine biology, knowledge of our research market as a bench scientist, as well as a clinician, will be of an immense benefit to Techne as we formulate plans for research and new product development, particularly in the area of diagnostics that could help humans with debilitating and life-threatening diseases. I am very confident that he will make a significant contribution to our future success." Forward Looking Statements: This press release may contain forward-looking statements within the meaning of the Private Litigation Reform Act. Forward-looking statements involve risks and uncertainties that may affect the actual results of operations. The following important factors, among others, have affected and, in the future, could affect the Company's actual results: the integration of the recent acquisitions, the introduction and acceptance of new biotechnology and hematology products, the levels and particular directions of research by the Company's customers, the impact of the growing number of producers of biotechnology research products and related price competition, the retention of hematology OEM and proficiency survey business, the impact of currency exchange rate fluctuations, and the costs and results of research and product development efforts of the Company and of companies in which the Company has invested or with which it has formed strategic relationships. For additional information concerning such factors, see the Company's annual report on Form 10-K and quarterly reports on Form 10-Q as filed with the Securities and Exchange Commission. We undertake no obligation to update or revise any forward-looking statements we make in this release due to new information or future events. Investors are cautioned not to place undue emphasis on these statements. ********************************************** Techne Corporation has two operating subsidiaries: Research and Diagnostic Systems, Inc. (R&D Systems) of Minneapolis, Minnesota and R&D Systems Europe, Ltd. (R&D Europe) of Abingdon, England. R&D Systems is a specialty manufacturer of biological products. R&D Systems has two subsidiaries, Fortron Bio Science, Inc. (Fortron), located in Minneapolis, and BiosPacific, Inc. (BiosPacific), located in Emeryville, California. Fortron develops and manufactures antibodies and BiosPacific is a worldwide supplier of biologics to manufacturers of in vitro diagnostic systems and immunodiagnostic kits. R&D Europe is a distributor of biotechnology products. Contact: Greg Melsen, Chief Financial Officer Kathy Backes, Controller (612) 379-8854 -----END PRIVACY-ENHANCED MESSAGE-----