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): April 6, 2011
OraSure Technologies, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-16537 | 36-4370966 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 220 East First Street Bethlehem, Pennsylvania |
18015-1360 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: 610-882-1820
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:
| ¨ | 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 Certain Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
On April 5, 2011, Jack Goldstein, Ph.D. retired as a member of the OraSure Technologies, Inc. (the “Company”) Board of Directors (the “Board”).
On April 6, 2011, Stephen S. Tang, Ph.D. was appointed as a new member of the Board. Dr. Tang was also appointed to serve on the Audit Committee and Compensation Committee of the Board. Pursuant to the Company’s 2000 Stock Award Plan, Dr. Tang was granted an option to purchase 40,000 shares of the Company’s common stock with an exercise price equal to the mean between the high and low sales prices of the Company’s common stock on the date of his appointment. The foregoing option will vest on a monthly basis over the 24-month period following the grant date. Vesting will be accelerated in the event of a change in control involving the Company.
A press release, dated April 7, 2011, announcing Dr. Goldstein’s retirement and Dr. Tang’s appointment to the Board, is attached as Exhibit 99 to this Report and is incorporated by reference herein.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
Description | |
| 99 | Press Release, dated April 7, 2011, announcing the retirement of Jack Goldstein, Ph.D. as a member of the Company’s Board of Directors and the appointment of Stephen S. Tang, Ph.D. as a member of the Company’s Board. | |
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.
| ORASURE TECHNOLOGIES, INC. | ||||
| Date: April 7, 2011 | By: | /s/ Jack E. Jerrett | ||
| Jack E. Jerrett | ||||
| Senior Vice President, General Counsel and Secretary | ||||
Index to Exhibits
| Exhibit |
Description | |
| 99 | Press Release, dated April 7, 2011, announcing the retirement of Jack Goldstein, Ph.D. as a member of the Company’s Board of Directors and the appointment of Stephen S. Tang, Ph.D. as a member of the Company’s Board. | |
Exhibit 99
Investor Contact:
Ronald H. Spair
Chief Financial Officer
610-882-1820
investorinfo@orasure.com
OraSure Technologies Appoints Stephen S. Tang, Ph.D. to its Board of Directors
BETHLEHEM, Pa. – April 7, 2011 – OraSure Technologies, Inc. (NASDAQ: OSUR), today announced the appointment of Stephen S. Tang, Ph.D. as a member of the Company’s Board of Directors. Dr. Tang will serve as a Class I Director with an initial term expiring at the Company’s 2013 Annual Meeting of Stockholders.
“I am very pleased to welcome Stephen Tang, a seasoned healthcare executive, to our Board of Directors,” said Douglas G. Watson, Chairman of the Board of OraSure Technologies. “The addition of Stephen to OraSure’s Board ensures that the Company will continue to benefit from a diversity of perspectives and experience, and we look forward to his contribution.”
Dr. Tang has enjoyed a distinguished career in the medical diagnostic and pharmaceutical industries. He is currently the President and CEO of The University City Science Center, an urban research park and business incubator based in Philadelphia, a position he has held since January 2008. Previously, Dr. Tang was with Olympus America Inc. from 2005 to 2008, where he served as the Company’s first Group Vice President for Life Science, leading the North American organization of Olympus’ $1 billion global businesses in in vitro diagnostics, precision microscopes, and translational research instruments.
Prior to Olympus, Dr. Tang was President, Chief Executive Officer and a Director of Millennium Cell Inc., a NJ-based energy technology firm that he led from 2000 to 2004 through its initial public offering and early commercialization phase. Before his work at Millennium Cell, Dr. Tang served as Vice President and Managing Director of the global pharmaceutical and healthcare practice of A.T. Kearney Inc. from 1996 to 2000.
Dr. Tang received his Bachelor of Science in Chemistry from the College of William and Mary and his Master of Science and Doctor of Philosophy in Chemical Engineering from Lehigh University. He also earned a Master of Business Administration from The Wharton School of Business at the University of Pennsylvania.
Dr. Tang’s appointment coincides with the retirement of Dr. Jack Goldstein from the Company’s Board of Directors. Dr. Goldstein became a member of the Board in 2006 and has served as Chairman of the Compensation Committee and as a member of the Audit Committee.
“On behalf of our shareholders, I want to thank Jack Goldstein for his significant contributions during his tenure on our Board of Directors. His strategic perspective and scientific insight have been extremely valuable during his service on our Board,” said Board Chairman Watson.
About OraSure Technologies
OraSure Technologies develops, manufactures and markets oral fluid specimen collection devices using proprietary oral fluid technologies, diagnostic products including immunoassays and other in vitro diagnostic tests, and other medical devices. These products are sold in the United States as well as internationally to various clinical laboratories, hospitals, clinics, community-based organizations and other public health organizations, distributors, government agencies, physicians’ offices, and commercial and industrial entities.
For more information on the Company, please go to www.orasure.com.