-----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, QCVprD1cdyhNR5IVYsSVjqLYeR8Oj75I5a803Qh6VJ/pNoyvp5zVcJA4SlLXAYJ4 0HD0RBX74v1qGjWxBTSzhA== 0000842023-09-000018.txt : 20090522 0000842023-09-000018.hdr.sgml : 20090522 20090519102946 ACCESSION NUMBER: 0000842023-09-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090519 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090519 DATE AS OF CHANGE: 20090519 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: 09838508 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): May 19, 2009 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 May 19, 2009, John L. Higgins was elected to the Board of Directors of Techne Corporation (the "Company") and to the Nominations and Governance Committee, Audit Committee and Compensation Committee of the Board. In connection with his service on the Company's Board and Committees, Mr. Higgins will receive annual cash compensation and stock options pursuant to the Company's director compensation policy. Mr. Higgins 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 transactions with the Company or any of its subsidiaries or affiliates in which Mr. Higgins has or had a direct or an indirect material interest. On May 19, 2009, the Company issued a press release announcing the election of Mr. Higgins to the Company's Board of Directors. The press release is attached as Exhibit 99.1 and is incorporated by reference herein. On May 19, 2009, the Company issued a press release announcing that Mr. G. Arthur Herbert, a current director and member of the Nominations and Governance Committee, Audit Committee and Compensation Committees, will not stand for re-election at the Company's Annual Meeting scheduled for October 29, 2009. The press release is attached as Exhibit 99.2 and is incorporated by reference herein. Item 9.01 Financial Statements and Exhibits (d) Exhibits 99.1 Press Release dated May 19, 2009. 99.2 Press Release dated May 19, 2009. 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: May 19, 2009 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 May 19, 2009. 99.2 Press release of Techne Corporation dated May 19, 2009. EX-99.1 2 higgins.txt PRESS RELEASE DATED MAY 19, 2009 TECHNE CORPORATION ANNOUNCES THAT JOHN L. HIGGINS HAS ACCEPTED A SEAT ON TECHNE'S BOARD Minneapolis/May 19, 2009/--Techne Corporation (NASDAQ: TECH) today announced that Mr. John L. Higgins has accepted a position on Techne's Board of Directors and will also serve as a member of Techne's Audit, Compensation and Nominations and Governance Committees. Mr. Higgins' initial term will begin immediately and run through October 29, 2009. Techne's shareholders reelect Directors on an annual basis. Mr. Higgins has been President and Chief Executive Officer of Ligand Pharmaceuticals Incorporated since January 2007 and has been a member of Ligand's Board of Directors since March 2007. From 1997 until joining Ligand, Mr. Higgins was with Connetics Corporation, a specialty pharmaceutical company, as its Chief Financial Officer, and also served as Executive Vice President, Finance and Administration and Corporate Development at Connetics from January 2002 until its acquisition by Stiefel Laboratories, Inc. in December 2006. Mr. Higgins was previously a member of the executive management team at BioCryst Pharmaceuticals, Inc., a biopharmaceutical company. Currently, he is a Director of BioCryst and serves as Chairperson of its Audit Committee. Before joining BioCryst in 1994, Mr. Higgins was a member of the healthcare banking team of Dillon, Read & Co. Inc., an investment banking firm. Mr. Higgins also serves as Chairman of CoMentis, Inc, a biopharmaceutical company, and has served as a director of numerous public and private companies. He graduated Magna Cum Laude with an A.B. from Colgate University. Mr. Thomas E. Oland, Techne's Chairman and CEO, said,"I am extremely pleased with Mr. Higgins' decision to accept a position on Techne's Board. His combination of biopharmaceutical business experience and background as a chief financial officer and investment banker, combined with his current responsibilities as a CEO, are all essential qualifications that will benefit Techne. We are very fortunate to have a person of his caliber on our Board. I am very confident that he will make a significant contribution to our future success." ****************************** 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, BiosPacific, Inc. (BiosPacific), located in Emeryville, California and R&D Systems China Co. Ltd., (R&D China), located in Shanghai, China. BiosPacific is a worldwide supplier of biologics to manufacturers of in vitro diagnostic systems and immunodiagnostic kits. R&D China and R&D Europe distribute biotechnology products. Contact: Greg Melsen, Chief Financial Officer Kathy Backes, Controller (612) 379-8854 EX-99.2 3 herbert.txt PRESS RELEASE DATED MAY 19, 2009 TECHNE CORPORATION ANNOUNCES THE RETIREMENT OF G. ARTHUR HERBERT, A MEMBER OF ITS BOARD OF DIRECTORS Minneapolis/May 19, 2009 - G. Arthur Herbert, a Techne Corporation (NASDAQ: TECH) Director and member of its Audit Committee, Executive Compensation Committee and Nomination and Governance Committee, announced today that he is planning to retire at the end of his current term on October 29, 2009. Techne's shareholders reelect Directors on an annual basis. Mr. Herbert has decided to withhold his name for re-nomination as a Director for fiscal year 2010. Mr. Herbert has been a Techne Director since 1989 and an investor in R&D Systems since 1980. He has had a very successful and rewarding 60 plus year working career as a U.S. Naval Officer, a venture capitalist, a management consultant and as a Director in numerous private and public companies. He received his Masters in Business Administration from Harvard University and Bachelor of Science in Engineering from the United States Naval Academy. Mr. Thomas E. Oland, Techne's Chairman and CEO, said, "I have known and have had the privilege of working with Art Herbert for over 28 years. As a Techne Director he has been very influential and mentoring and took a personal interest in the development of our staff at all levels. He is a man of high integrity and honesty who acted in the best interests of our shareholders while simultaneously being a strong advocate for our employees. He is genuinely a very sincere and good man who is beloved by all of us including Directors and staff. We will miss him terribly but wish him good health and great happiness in his retirement years." **************************** 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, BiosPacific, Inc. (BiosPacific), located in Emeryville, California and R&D Systems China Co. Ltd., (R&D China), located in Shanghai, China. BiosPacific is a worldwide supplier of biologics to manufacturers of in vitro diagnostic systems and immunodiagnostic kits. R&D China and R&D Europe distribute biotechnology products. Contact: Greg Melsen, Chief Financial Officer Kathy Backes, Controller (612) 379-8854 -----END PRIVACY-ENHANCED MESSAGE-----