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): June 21, 2017
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)) |
Indicate by a check mark whether the registrant is an emergent growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
New Director Appointment
On June 21, 2017, Mara G. Aspinall was appointed as a new member of the Board of Directors (the “Board”) of OraSure Technologies, Inc. (the “Company”). Ms. Aspinall will serve as a Class II Director with an initial term expiring at the Company’s 2020 Annual Meeting of Stockholders. Ms. Aspinall has also been appointed to serve on the Board’s Audit and Compensation Committees.
Pursuant to the Company’s Non-Employee Director Compensation Policy (the “Policy”) and Stock Award Plan, Ms. Aspinall 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 her 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. Ms. Aspinall will also receive fees and additional equity compensation pursuant to the Policy.
A press release announcing Ms. Aspinall’s appointment to the Board is attached as Exhibit 99.1 to this Report and is incorporated by reference herein.
Item 9.01 – financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit Number |
Description | |
| 99.1 | Press Release dated June 22, 2017 announcing the appointment of Mara G. Aspinall as a member of the Company’s Board of Directors. | |
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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: June 22, 2017 | By: | /s/ Jack E. Jerrett | ||||
| Jack E. Jerrett | ||||||
| Senior Vice President, General Counsel and Secretary | ||||||
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Index to Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release dated June 22, 2017 announcing the appointment of Mara G. Aspinall as a member of the Company’s Board of Directors. | |
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Exhibit 99.1
Company contact:
| Ronald H. Spair | Shauna White | |
| Chief Financial Officer | Corporate Marketing Manager | |
| 610-882-1820 | 484-353-1575 | |
| Investorinfo@orasure.com | media@orasure.com | |
| www.orasure.com | www.orasure.com |
OraSure Technologies Appoints Mara G. Aspinall to Board of Directors
BETHLEHEM, PA. – June 22, 2017 – OraSure Technologies, Inc. (NASDAQ: OSUR), a leader in point of care diagnostic tests and specimen collection devices, today announced the appointment of Ms. Mara G. Aspinall as a member of the Company’s Board of Directors. Ms. Aspinall will serve as a Class II Director with an initial term expiring at the Company’s 2020 Annual Meeting of Stockholders. She will also serve on the Audit and Compensation Committees of the Board.
“We are pleased to welcome Mara as a new member of the Company’s Board of Directors,” said Stephen S. Tang, Ph.D., Chairman of the OraSure Technologies Board of Directors. “Mara’s executive leadership and extensive background in life sciences, especially in the molecular and diagnostics fields, make her an ideal addition to our Board. This is an exciting time for OraSure and I am confident that Mara will be a valuable contributor as the Company continues to grow and execute against its strategic priorities.”
Ms. Aspinall currently serves as the President and CEO of Health Catalysts, an investment and advisory firm that focuses on growth of early stage life science and technology companies. She also currently serves as the Executive Chairman of GenePeeks, a computational genomics company offering proprietary technology to help identify the pre-conception risk of passing on monogenic disease to progeny.
Prior to these positions, Ms. Aspinall served as President and CEO, Global Head of Roche Tissue Diagnostics, where she led Ventana Medical Systems, a division of the Roche Group that provides tissue-based cancer diagnostic instruments, products and services. Prior to that she founded and served as CEO and Director of On-Q-ity, Inc., a diagnostic research company focused on improving cancer treatment through the capture of circulating tumor cells in a patient’s blood. Ms. Aspinall also spent 12 years with Genzyme Corporation, serving as President of the Genzyme Genetics division, a leading provider of esoteric and genetic tests for the reproductive, oncology and personalized medicine markets, and as President of the Genzyme Pharmaceuticals division, a custom pharmaceutical intermediates provider. Ms. Aspinall began her career as a management consultant with Bain & Company.
Ms. Aspinall co-founded the International School of Biomedical Diagnostics at Arizona State University, the first school dedicated to diagnostics as an independent discipline. In addition, she has taught in the area of diagnostics at the University of Arizona School of
Medicine, Harvard Medical School and Boston University School of Management, and is a frequent national speaker on healthcare related issues.
Ms. Aspinall is a member of the Harvard Business School Healthcare Initiative Advisory Board, was recognized as Arizona BioSciences (“AZBio”) Leader of the Year in 2016 and has authored a number of articles for health-care industry publications. In addition to her Board service at GenePeeks, Ms. Aspinall currently serves on the Boards of Abcam Plc (AIM:ABC) and Allscripts (NASDAQ: MDRX), and has served on various councils and boards of organizations within her community for the past decade.
Ms. Aspinall holds an M.B.A. from Harvard Business School and a B.A. in International Relations from Tufts University.
About OraSure Technologies
OraSure Technologies is a leader in the development, manufacture and distribution of point of care diagnostic and collection devices and other technologies designed to detect or diagnose critical medical conditions. Its first-to-market, innovative products include rapid tests for the detection of antibodies to HIV and HCV on the OraQuick® platform, oral fluid sample collection, stabilization and preparation products for molecular diagnostic applications, and oral fluid laboratory tests for detecting various drugs of abuse. OraSure’s portfolio of products is sold globally to various clinical laboratories, hospitals, clinics, community-based organizations and other public health organizations, research and academic institutions, distributors, government agencies, physicians’ offices, commercial and industrial entities and consumers. The Company’s products enable healthcare providers to deliver critical information to patients, empowering them to make decisions to improve and protect their health.
For more information on OraSure Technologies, please visit www.orasure.com.
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