UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
OraSure Technologies, Inc.
(Exact Name of Registrant as Specified in Charter)
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 emerging 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.
Amended Non-Employee Director Compensation Policy
On August 12, 2019, the Board of Directors (the “Board”) of OraSure Technologies, Inc. (the “Company”) amended the Company’s Compensation Policy for Non-Employee Directors (the “Amended Director Policy”), pursuant to which non-employee members of the Board receive compensation for service on the Board and its Committees. The amendment had previously been approved by the Compensation Committee of the Board (the “Committee”). The amendment permits Directors to elect to receive an award of the Company’s Common Stock in lieu of cash fees for service on the Board or a Committee of the Board. The Board approved this amendment because it believes the receipt of stock instead of cash fees would strengthen the alignment of the interests of Board members with the interests of stockholders. As a result, the Amended Director Policy provides for the following compensation for non-employee Directors:
Cash Fees. Under the Amended Director Policy, annual cash fees are payable quarterly in arrears to Directors, as follows:
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Position |
Annual Fees |
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Board Member (Base Fee) |
$55,000 |
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Board Chairman (Additional Fee) |
$25,000 |
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Audit Chairman |
$20,000 |
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Compensation Chairman |
$20,000 |
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N&CG Chairman |
$20,000 |
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Non-Chairman Committee member |
$ 5,000 |
Option to Receive Stock In Lieu of Cash Fees: Beginning in 2020, non-employee Directors shall have the option to receive shares of the Company’s Common Stock in lieu of cash fees received for service on the Board and its Committees. In the event an election is made by a non-employee Director to receive Common Stock in lieu of cash fees, such Director shall automatically be granted on the applicable fee payment date a number of shares of Common Stock having an aggregate fair market value equal to the aggregate amount of such non-employee Director’s cash fee for such fiscal quarter, determined by dividing (A) the aggregate amount of the fee by (B) the average of the high and low sales price of the Company’s Common Stock as reported on the NASDAQ Stock Exchange on the applicable fee payment date (the “Quarterly Grant”). Non-employee Directors are permitted to direct the Company to withhold restricted stock in order to pay tax withholding obligations arising upon the issuance of each Quarterly Grant.
Initial and Annual Equity Awards. Non-employee Directors will receive an initial grant of time-vested restricted shares of the Company’s Common Stock upon joining the Board (the “Initial Grant”). The Initial Grant will be valued at $100,000 on the grant date and will cliff vest two (2) years after the Director joins the Board.
Each non-employee Director will receive an annual grant of restricted shares (the “Annual Grant”) on the date of the Company’s Annual Meeting of Stockholders which will vest immediately prior to the Company’s next Annual Meeting of Stockholders. The value of Annual Grants for Board members are as follows:
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Value |
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Board Member (Base Value) |
$105,000 |
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Board Chairman (Additional Award Value) |
$ 25,000 |
The dollar value of each Initial Grant and Annual Grant is converted into restricted stock by dividing the above values by the average of the high and low sales prices of the Company’s Common Stock, as reported on the NASDAQ Stock Market, on the grant date. Non-employee Directors are permitted to direct the Company to withhold restricted stock in order to pay tax withholding obligations arising upon the vesting of such shares.
Equity Award Terms. Each Initial Grant, Annual Grant and Quarterly Grant shall be made under the terms of the Company’s Stock Award Plan or a successor plan and will be subject to the terms and conditions of such plan and the applicable award agreement. Any unvested restricted stock granted to non-employee Directors will vest in their entirety immediately upon the occurrence of a “change of control” of the Company. A “change of control” means a change of control that would be required to be reported under the Securities Exchange Act of 1934, as amended, and would be deemed to have occurred at such time as (i) any person, or more than one person acting as a group within the meaning of Section 409A of the Code, acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Company; (ii) any person, or more than one person acting as a group within the meaning of Section 409A of the Code, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition) ownership of stock of the Company possessing 30 percent or more of the total voting power of the Company’s stock; (iii) a majority of the members of the Board is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election; or (iv) a person, or more than one person acting as a group within the meaning of Section 409A of the Code, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition) assets from the Company that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all the assets of the Company immediately before such acquisition or acquisitions. In addition, if a non-employee Director leaves the Board for any
reason other than a change of control, prior to the end of the vesting period for the Annual Grant of restricted stock, such award shall immediately vest on a pro-rata basis based on the actual duration of such Director’s service to the Board during such vesting period.
Deferred Compensation: Non-employee Directors are permitted to defer all or a portion of the fees and equity awards under the terms of the Company’s Non-Qualified Deferred Compensation Plan.
New Director Appointment
Effective on August 11, 2019, James A. Datin was appointed as a new member of the Company’s Board of Directors. Mr. Datin will serve as a Class III Director with an initial term expiring at the Company’s 2021 Annual Meeting of Stockholders. Mr. Datin has also been appointed to serve on the Board’s Audit Committee and Compensation Committee.
Pursuant to the Company’s Non-Employee Director Compensation Policy (the “Policy”) and Stock Award Plan, Mr. Datin was granted an initial equity award of time-vested restricted shares of the Company’s common stock having an aggregate value of $100,000. The foregoing grant will vest two years following the grant date. Vesting will be accelerated in the event of a change in control involving the Company. Mr. Datin will also receive fees and additional equity compensation pursuant to the Policy.
There are no arrangements or understandings between Mr. Datin and any other person pursuant to which he was selected as a Director of the Company. Mr. Datin does not have any familial relationship with any member of the Board or executive officer of the Company, and there are no transactions in which Mr. Datin has an interest requiring disclosure under Item 404(a) of Regulation S-K.
A press release announcing Mr. Datin’s appointment to the Board is attached as Exhibit 99.1 to this Report and is incorporated by reference herein.
Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On August 12, 2019 the Company amended and restated its Code of Business Conduct and Ethics in its entirety (as amended and restated, the “Code”). The Code applies to all employees and non-employee Directors of the Company, and constitutes a “code of ethics” as such term is defined in Item 406(b) of Regulation S-K.
The Code sets forth guiding principles of business ethics and certain legal requirements, including, but not limited to, the Company’s policies with respect to insider trading, conflicts of interest, competition and fair dealing, diversity, discrimination and harassment, health and safety, and compliance with laws. The Code also provides that, for conduct involving an executive officer or Director of the Company, only the Board of Directors of the Company has the authority to waive a provision of the Code.
The foregoing summary of the Code is not intended to be exhaustive and is qualified in its entirety by reference to the Code, a copy of which is attached as Exhibit 14.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.05. The Company has posted a copy of the Code on the Company’s website, https://www.orasure.com.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
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Description |
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14.1 |
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Amended and Restated Code of Business Conduct and Ethics of OraSure Technologies, Inc. |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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ORASURE TECHNOLOGIES, INC. |
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Date: August 14, 2019 |
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By: |
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/s/ Jack E. Jerrett |
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Jack E. Jerrett |
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Senior Vice President, General Counsel and Secretary |
ORASURE TECHNOLOGIES, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
(As amended through August 12, 2019)
Introduction
The reputation and integrity of OraSure Technologies, Inc. (together with its subsidiaries, the “Company” or “we”) are valuable assets that are vital to the Company’s success. Each director, officer and employee of the Company is therefore responsible for conducting the Company’s business in a manner that demonstrates a commitment to the highest standards of integrity, honesty and compliance with law.
This Code of Business Conduct and Ethics (this “Code” or “Code of Conduct”) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide directors, officers and employees of the Company. All of our directors, officers and employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior.
The purpose of this Code is to focus on areas of ethical or legal risk, provide guidance to help recognize and deal with ethical and legal issues, provide mechanisms to report unethical or illegal conduct, and foster a culture of honesty and accountability. Dishonest or unethical conduct or conduct that is illegal will constitute a violation of this Code, regardless of whether such conduct is specifically referenced herein.
The Company’s Board of Directors (the “Board of Directors” or “Board”) is ultimately responsible for the implementation of this Code of Conduct. The Board has designated the Company’s General Counsel to be the compliance officer (the “Compliance Officer”) for the implementation, interpretation and administration of this Code, including periodically reviewing this Code and proposing any changes to this Code that are deemed necessary or appropriate.
We understand that questions regarding the application or interpretation of this Code of Conduct may arise from time to time. Directors and employees should feel free to direct questions to the Compliance Officer. In addition, employees who observe, learn of, or, in good faith, suspect a violation of this Code, must immediately report the violation to the Compliance Officer. Alternatively, employees have the option of contacting the Chief Executive Officer or submitting a confidential or anonymous complaint to the Compliance Officer. Employees who report violations or suspected violations in good faith will not be subject to retaliation of any kind. Reported violations will be investigated and addressed promptly and will be treated confidentially to the extent possible. If you are in a situation which you believe may violate or lead to a violation of this Code, you should follow the procedures described in Sections 14-16 of this Code.
Statements in this Code of Conduct to the effect that certain actions may be taken only with Company approval will be interpreted to mean that appropriate officers or Board or Audit Committee members must give prior written approval before the proposed action may be undertaken. This Code of Conduct should be read in conjunction with the Company’s Employee Handbook and other policies, policy statements or procedures adopted by the Company from time to time, including (i) the Policy Statement on Dealing with Company Information, Including Insider Information and Insider Securities Trading (the “Insider Trading Policy”), (ii) the Fair Disclosure Policy, (iii) the Audit Committee Procedures for Reporting and Investigating Complaints, (iv) the Substance Abuse and Drug Testing Policy, (v) the Travel Policy and (vi) the Policy on Interactions with Healthcare Professionals.
A copy of this Code of Conduct will be supplied to all new directors, officers and employees, and updates will be provided upon any changes to this Code. Employees will receive periodic training on the contents and importance of this Code of Conduct and related policies and the manner in which violations must be reported and waivers must be requested. Each employee of the Company will be asked to certify on an annual basis that he or she has read, is familiar with, and is in full compliance with, this Code of Conduct and related policy statements. Moreover, each employee will acknowledge that he or she are familiar with the procedures for reporting potential violations of this Code.
This Code of Conduct will be strictly enforced. All managers and supervisors are required to enforce this Code subject to its terms and are not permitted to sanction or condone violations. There will be serious adverse consequences for non-adherence to this Code, which may include removal from a position as director or officer or dismissal as an employee of the Company.
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Compliance with Laws |
The Company markets and sells its products in the United States and internationally. A variety of domestic and foreign laws, rules and regulations apply to the Company, its operations and the products that the Company manufactures, markets and sells. These laws include, among others, medical device regulations promulgated by the U.S. Food and Drug Administration (FDA) and similar agencies in other countries, securities laws, antitrust laws, state laws relating to duties owed by corporate directors and officers and laws related to the marketing of medical devices and interaction with healthcare professionals.
Disregard of the law will not be tolerated. Violation of domestic or foreign laws, rules and regulations may subject the Company and its officers, directors and employees to serious civil and criminal penalties. Examples of criminal violations of the law include: mislabeling or misrepresenting products; stealing, embezzling, misapplying corporate or bank funds, using threats, physical force or other unauthorized means to collect money; making a payment for an expressed purpose on the Company’s behalf to an individual who intends to use it for a different purpose; or making payments, whether corporate or personal, of cash or other items of value that are intended to influence the judgment or actions of political candidates, government officials, private and public regulatory agencies or businesses in connection with any of the Company’s activities. The Company must and will report all suspected criminal violations to the appropriate
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authorities for possible prosecution, and will investigate, address and report, as appropriate, non‑criminal violations. Nothing in this Section is intended to prevent directors, officers or employees from otherwise making lawful political contributions or lawfully participating in political fundraising events in their individual capacities. A more detailed discussion regarding restrictions on political contributions is set forth in Section 4 of this Code.
Obeying the law, both in letter and in spirit, is the foundation on which this Company’s ethical standards are built. Our success depends on each director, officer and employee operating within legal guidelines and cooperating with local, national and international authorities. We expect employees to understand the legal and regulatory requirements applicable to their business units and areas of responsibility. Although not all employees are expected to know the details of these laws, rules and regulations, it is important to know enough to determine when to seek advice from managers, supervisors or the Company’s General Counsel.
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Honesty and Ethical Conduct |
Beyond compliance with laws, the Company requires that all of its directors, officers and employees act honestly, with integrity and in a manner that meets the highest standards of ethical behavior. This includes the obligation to avoid any actual or apparent conflicts of interest in personal and professional relationships. More detailed discussions regarding conflicts of interest and the requirements for approval of “related party” transactions are set forth in Sections 4 and 13 of this Code, respectively.
The honesty and integrity of our business conduct must not be compromised. The Company will not condone ethical violations for the sake of personal gain, personal advantage, expediency or perceived business advantage.
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Accounting, Auditing Matters and Public Disclosure Obligations |
Full, fair, accurate, timely and understandable disclosure is required in all reports and documents that the Company files with, or submits to, the U.S. Securities and Exchange Commission (“SEC”). The Nasdaq Stock Market LLC (“Nasdaq”) and in any other public communications. In addition, the Company’s requirement that directors, officers and employees, including the principal executive officer, the principal financial officer, the controller or principal accounting officer, and any person who performs a similar function, follow the highest ethical standards, applies directly to all actions that involve business accounting, financial reporting, internal accounting controls, auditing matters and public disclosure obligations.
The Company expects that all employees who participate in the preparation of any part of the Company’s financial statements, SEC disclosures or other public communications will follow the following guidelines:
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Be familiar with and comply with the Company’s disclosure controls and procedures and its internal control over financial reporting; |
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Provide the Company’s other employees and directors, consultants, and advisors with information that is accurate, complete, objective, relevant, timely and understandable; |
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Endeavor to ensure full, fair, timely, accurate and understandable disclosure in the Company’s periodic reports filed with the SEC and other public communications; |
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Comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies; |
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Act in good faith, responsibly, and with due care, competence and diligence, without misrepresenting material facts or allowing your independent judgment to be subordinated; |
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Proactively promote ethical and lawful behavior among peers in your work environment; |
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Achieve responsible use of and control over all assets and resources employed or entrusted to you; and |
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Record or participate in the recording of entries in the Company’s books, records and accounts that are accurate to the best of your knowledge. |
Without prejudice to applicable law dealing with conflict of interest situations, any direct or indirect conflict of interest between the Company and any director, officer or employee is prohibited unless otherwise approved by the Company. The Company believes that it is in the best interests of the Company and its stockholders and other stakeholders and is consistent with the obligations of the Company’s directors, officers and employees to establish the policy that all business decisions will reflect independent judgment and discretion, uninfluenced by any
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considerations other than those honestly believed to be in the best interests of the Company and its stockholders and other stakeholders. Even the appearance of a conflict of interest can be damaging and should be avoided.
Any decision will be deemed to be in conflict with this Code and the interests of the Company if, in the course of affiliation with the Company, the director’s, officer’s or employee’s judgment or discretion is or may be influenced by considerations of personal gain or benefit, or gain or benefit to a third party, whether or not affiliated with the director, officer or employee. The divided loyalty that is present when a director, officer or employee has a conflict of interest could potentially lead to serious problems for the Company and could be grounds for disciplinary action or termination by the Company. A conflict of interest can also arise when an employee takes an action or has an outside interest, responsibility or obligation that may make it difficult for such employee to perform his or her duties objectively and/or effectively in accordance with the Company’s policies and in the best interests of the Company and its stockholders and other stakeholders.
Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with your manager or supervisor or the Compliance Officer. Any director, officer or employee who becomes aware of a conflict or potential conflict should bring it to the attention of a manager or supervisor or the Compliance Officer or follow the procedures described in Sections 15-16 of this Code.
It is not possible to describe every situation or occurrence that could lead to a conflict of interest between a director, officer or employee and the Company. The following events are intended to describe, by way of example, situations that could occur and that constitute or could lead to a conflict of interest with the Company:
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protect the director, officer or employee and the Company from the appearance of a conflict of interest, all relationships of this nature will need to be reported to the Compliance Officer. |
No business gratuity or gift should be offered, given, provided or accepted by any director, officer or employee or their affiliates unless it: (i) is not a cash gift, (ii) is consistent with customary business practices and the Company’s Policy on Interactions with Healthcare Professionals, (iii) is not excessive in value, (iv) cannot be construed as a bribe and is not reasonably calculated to influence a decision, and (v) does not violate any laws or regulations. Please discuss with your manager or supervisor or the Compliance Officer any gifts or proposed gifts that you are not certain are appropriate. Any gifts or other relationships with government employees, regardless of value, may be against the law or policies governing federal, state or local government employees. A more detailed discussion regarding relationships with governmental personnel is set forth in Section 12 of this Code.
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Insider Trading |
Directors, officers and employees who have access to confidential (or “inside”) information are not permitted to use or share that information for stock trading purposes or any
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other purpose except the conduct of our business and in strict conformance with all applicable laws and SEC regulations.
All non-public information about the Company or about companies with which we do business should be considered confidential information. To use non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal. The Company’s policy on insider trading is set forth more fully in the Insider Trading Policy furnished to all directors, officers and employees. In the event of any inconsistencies between the provisions of this Code and the Company’s Insider Trading Policy, the Insider Trading Policy will control. Employees are required to know and comply with the Company’s policies relating to insider trading. If you have any questions, please consult the Compliance Officer.
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Competition and Fair Dealing |
We seek to outperform our competition fairly and honestly through superior performance, and never through unethical or illegal business practices. Stealing proprietary information from others, possessing trade secret information that was obtained without the owner’s consent or inducing such disclosures by past or present employees of other companies is prohibited. Each director, officer and employee should endeavor to respect the rights of and deal fairly with the Company’s competitors, customers, suppliers, directors, officers and employees. No director, officer or employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other intentional unfair-dealing practice.
The Company must comply with antitrust and competition laws in the United States, Canada and elsewhere around the world. These laws require businesses to compete fairly and prohibit agreements among competitors that restrain trade or reduce competition, such as agreements to fix, stabilize or control prices, limit output, allocate geographic territories or boycott certain suppliers or customers. Certain kinds of information, such as pricing, production and inventory, should not be exchanged with competitors, regardless of how innocent or casual the exchange may be and regardless of the setting, whether business or social. Antitrust laws impose severe penalties for certain types of violations, potentially including millions of U.S. dollars’ worth of fines and damages, which may be tripled under certain circumstances, as well as criminal penalties. You should promptly contact your manager or supervisor or the Compliance Officer with any questions relating to any potential antitrust issues.
If the ethical or legal requirements of a situation are unclear or if you have any questions, please contact the Compliance Officer as soon as practicable.
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Diversity, Discrimination, Harassment and Retaliation |
The diversity of the Company’s employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate discrimination, harassment or retaliation based on race, color, age, gender (including gender identity and expression), sexual orientation, religion, marital status, national origin, ancestry,
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citizenship, physical or mental disability, genetic information, uniformed service, political viewpoint or veteran status. This policy also prohibits discrimination against any person who provides information to a federal regulatory or law enforcement agency, a member of a legislative body or any committee thereof, or to a manager or supervisor concerning conduct that the employee reasonably believes constitutes a violation of securities laws or any provision of U.S. federal law relating to fraud against shareholders. The Company also prohibits discriminatory harassment of any employee covered by the policy against discrimination.
No director, officer or employee may retaliate against an individual for bringing a complaint of discrimination or for participating in an investigation or proceeding involving a complaint of discrimination. Any person who participates in any retaliation is subject to disciplinary action, including termination.
Any employees involved in an investigation of a potential violation of this Code or other applicable law must not discuss with or disclose to any person not directly involved in conducting the investigation any information relating thereto unless otherwise required by applicable law.
No one may take any retaliatory or other adverse action against any person for providing to a law enforcement officer any truthful information relating to the commission or possible commission of any federal offense.
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Health and Safety |
The Company strives to provide each director, officer and employee with a safe and healthful work environment. Each officer and employee has responsibility for maintaining a safe and healthy workplace for all directors, officers and employees by following safety and health rules and practices and reporting accidents, injuries and unsafe conditions.
Violence and threatening behavior are not permitted. Officers and employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs or alcohol in the workplace will not be tolerated. The Company’s policy on drug and alcohol use is set forth more fully in the Company’s Substance Abuse and Drug Testing Policy. In addition, firearms and other weapons of any kind may not be brought to any property of the Company or carried while conducting the Company’s business, whether at or away from the Company’s facilities.
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Record-Keeping |
The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported.
Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your manager or supervisor or the Company’s Controller.
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The Company’s books, records, accounts and financial statements are used and relied upon to create reports for management, stockholders, creditors, governmental agencies and others. For example, the Company relies upon accounting and other corporate records in preparing periodic and current reports that are required to be filed with the SEC in the United States. These reports must provide accurate and timely disclosure and fairly present the Company’s corporate structure and its financial condition and results of operations. Accordingly, the Company’s books, records and accounts must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal requirements and to the Company’s system of internal controls. In furtherance of the foregoing, each director, officer and employee will (i) not take or authorize any action that would cause the Company’s financial records or disclosure to fail to comply with generally accepted accounting principles, the rules and regulations of the SEC (or equivalent non-U.S. government agencies) or other applicable laws; (ii) cooperate and provide any information necessary or appropriate to help ensure the Company’s books, records, accounts and financial statements, as well as the Company’s filings with the SEC, are accurate and complete; and (iii) not take or authorize any action to fraudulently induce, manipulate or mislead the Company’s independent public accountants or other advisers.
Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to emails, voicemails, text messages, internal memos and formal reports. Records should always be retained or destroyed according to the Company’s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, please consult the Company’s General Counsel.
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Confidentiality |
Directors, officers and employees must maintain the confidentiality of the information entrusted to them by the Company or its customers, suppliers or other business partners, except when disclosure is authorized by the Chief Executive Officer, the General Counsel, or required by law. Employees are generally required to execute confidentiality agreements upon joining the Company and must adhere to the confidentiality and non-use obligations contained in these agreements.
Confidential information includes all non-public information related to the Company or its business, including information that might be of use to competitors or harmful to the Company or its customers, suppliers or business partners, if disclosed. It also includes information that suppliers, customers and business partners have entrusted to us. Upon terminating employment or service with the Company, directors, officers and employees must return all confidential or proprietary information in their possession. The obligation to preserve confidential information continues even after employment or service on the Board ends.
All directors, officers and employees should also take care not to inadvertently disclose confidential information. Materials that contain confidential information, such as memos, notebooks, computer disks, flash drives and laptop computers, should be stored securely. It is
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important that all employees take necessary measures to ensure the security of their computer and voicemail passcodes. Directors, officers and employees must be cautious when discussing sensitive information in public places like elevators, airports, restaurants and “quasi-public” areas within the Company, or in and around the Company’s facilities. All Company emails, voicemails, text messages and other communications are presumed confidential and should not be forwarded or otherwise disseminated outside of the Company, except where required for legitimate business purposes. In addition to the above responsibilities, if a director, officer or employee is handling information protected by any privacy policy published by the Company, he or she must handle that information in accordance with the applicable policy.
Directors and employees are generally not authorized to speak on behalf of the Company. If a director or employee is contacted and asked to discuss Company business by any members of the press, investors or market analysts, he or she should not provide any information. Instead, the director or employee should advise the outside party that the director or employee is not authorized to discuss the subject, and refer them to the Company’s Vice President, Corporate Communications or Chief Financial Officer.
Similarly, unauthorized posting or discussion of any information concerning the Company’s business, information or prospects on the Internet is prohibited. Directors and employees are not authorized to speak on behalf of the Company and may not discuss the Company’s business, information or prospects on any social media websites or platforms or online forums or message boards or in any chat rooms, regardless of whether they use their own name or a pseudonym and regardless of whether the communication is being made in a personal or a professional capacity. When using social media, a director or employee should always:
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State that his or her social media postings are solely the opinions of the director or employee and not the Company; |
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Take every possible precaution to ensure that he or she is not disclosing any confidential information about the Company or other third parties that do business with the Company; and |
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Protection and Proper Use of Company Assets |
All directors, officers and employees should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation.
The obligation of directors, officers and employees to protect the Company’s assets includes the Company’s proprietary information. Proprietary information includes technology, intellectual property, research and development, business, marketing and service plans, records, salary information and any unpublished financial data and reports. Unauthorized use or
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distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.
The Company’s management has the right to access items or materials placed or kept within the Company’s facilities, including telephone systems, office systems, electronic files, desks, other furniture, lockers or offices. Personal items, messages or information that employees consider private and/or confidential should not be stored in the Company’s workplace. All emails, voicemails, computers and personal files stored on the Company’s computers are the Company’s property. Additionally, in order to protect its employees and assets, the Company may ask to search an employee’s personal property, including briefcases, boxes or bags, that are located at or being removed from the Company’s property. Employees are expected to cooperate with any such requests. Employees are not permitted to access other employees’ work spaces or personal items or belongings, including electronic files, without prior approval from the Company’s General Counsel.
It is always important that employees conducting international business know and abide by the laws of the countries to which they travel, in which they operate or where they are otherwise involved in activities or transactions. These laws govern the conduct of our employees throughout the world. If you participate in these business activities, you should know, understand, and strictly comply with these laws and regulations. If you are not familiar with these rules, consult with your manager or supervisor or the General Counsel.
In addition, the Company expects its employees to comply with U.S. laws, rules and regulations governing the conduct of business by its citizens and corporations outside the United States, including the U.S. Foreign Corrupt Practices Act (FCPA), which prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country. In addition, the U.S. government has a number of laws and regulations regarding business gratuities and gifts that may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may also have similar rules. Additional discussion regarding restrictions on business gratuities and gifts is set forth in Section 4 of this Code.
U.S. law also prohibits U.S. companies, their subsidiaries and their employees from doing certain business with, or traveling to, certain countries subject to embargoes and sanctions imposed by the U.S. government (currently Cuba, Iran, North Korea, Sudan, Syria and Venezuela), as well as specific companies and individuals identified on lists published by the U.S. Treasury Department. Similarly, U.S. law prohibits U.S. companies, their subsidiaries and their employees from cooperating with international boycotts which the U.S. government does not sanction and requires them to comply with applicable national and multinational export control laws. The Company’s General Counsel can provide guidance to you in these areas.
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In some countries, business practices are based on less stringent or different codes of conduct than the Company’s. For business dealings in such countries, this Code shall govern, unless variances by the employee’s manager or supervisor, allowed by law and based on sound business judgment, have been approved in advance in writing by the Company. Regardless, employees may never offer money, favors or anything else of value, whether directly or indirectly, to a governmental official in order to influence or reward a regulatory or other official decision. If you are solicited for money, favors or anything else of value by or on behalf of a governmental official, you must report the incident immediately to your manager or supervisor and the General Counsel.
Requests for a waiver of a provision of this Code of Conduct must be submitted in writing to the Compliance Officer for appropriate review, and an officer, director or appropriate Board committee will decide the outcome. For conduct involving an executive officer or Board member, only the Board of Directors has the authority to waive a provision of this Code. In addition, the Audit Committee must review and approve any “related party” transaction as defined in Item 404(a) of Regulation S-K under the U.S. Securities Exchange Act of 1934, as amended, before it is consummated. In the event of an approved waiver involving the conduct of an executive officer or Board member, appropriate and prompt disclosure must be made to the Company’s stockholders as and to the extent and in the manner required by applicable exchange listing standards or any other regulation.
We must all work to ensure prompt and consistent action in the event of potential violations of this Code. However, in some situations it is difficult to know right from wrong. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:
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Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible. |
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Ask yourself: What specifically am I being asked to do? Does it seem unethical, illegal or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical, illegal or improper, it probably is. |
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Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem. |
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decision-making process. Remember that it is your manager or supervisor’s responsibility to help solve problems. |
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Always ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act. |
Any director, officer or employee who reasonably believes that there has been a material violation of this Code of Conduct should report it immediately to the Compliance Officer. If a director, officer or employee feels uncomfortable speaking with the Compliance Officer, he or she should contact the Chief Executive Officer. The Compliance Officer (or his or her designee) will promptly investigate the matter. The investigation will be handled discreetly and appropriately, and the information will be disclosed to others only on a need-to-know basis and as required by law. There will be no retaliatory or other adverse action taken against a director, officer or employee who reports violations of this Code of Conduct in good faith or who participates in the investigation. If the investigation leads to a conclusion that a material violation of this Code of Conduct has occurred, the Company will take appropriate corrective action, which may include removal from a position as director or officer or dismissal as an employee of the Company.
The Company recognizes the potentially serious impact of a false accusation. As part of the ethical standards required by this Code of Conduct, directors, officers and employees are expected to act responsibly in making complaints. Making a complaint without a good faith basis is itself an ethical violation. Any director, officer or employee who makes a complaint in bad faith will be subject to appropriate corrective action including dismissal.
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Procedures for Submitting Confidential, Anonymous Complaints Regarding Accounting and Auditing Matters |
As an alternative to the procedures defined in Section 15 of this Code, any director, officer or employee who reasonably believes that there has been a material violation of this Code of Conduct caused by questionable accounting, financial or auditing matters, disclosure matters, potential violations of securities laws or fraud against stockholders, has the right to submit a
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confidential, anonymous complaint to the Company. This includes but is not limited to violations relating to the award performance or closeout of a contract or subcontractor where there is credible evidence of (a) a violation of federal criminal law involving fraud, conflict of interest, bribery or gratuity as set forth in Title 18 of the United States Code, (b) a violation of the U.S. Civil False Claims Act, or (c) significant over-payment on a contract. The complaint should be made in written form and provide sufficient information so that a reasonable investigation can be conducted. Additional information concerning the procedures to be followed for this type of complaint is set forth in the Company’s Audit Committee Procedures for Reporting and Investigating Complaints.
In the event of violations of this Code of Conduct, the Company shall, in compliance with applicable law, take actions reasonably designed to deter wrongdoing and to promote accountability for adherence to this Code, which can include written notices to the individuals involved in a violation, censure by the Company’s Board of Directors, demotion or re-assignment of the individual involved, suspension with or without pay or benefits (as determined by the Board) and termination of the individual’s employment or service as a director. In determining what action is appropriate in a particular case, the Company shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past. In the case of a violation by a director or executive officer of the Company, the occurrence of the violation and any actions to be taken by the Company in response to such actions shall be subject to approval by the Board of Directors.
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Exhibit 99.1
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Investor Contact: Robert Cuca Chief Financial Officer 610-882-1820 investorinfo@orasure.com |
Media Contact: Jeanne Mell VP Corporate Communications 484-353-1575 media@orasure.com |
ORASURE TECHNOLOGIES APPOINTS JAMES A. DATIN TO ITS BOARD OF DIRECTORS
BETHLEHEM, PA, August 14, 2019 - OraSure Technologies, Inc. (NASDAQ: OSUR), a leader in point of care diagnostic tests and specimen collection devices, today announced the appointment of James A. Datin, as a member of the Company’s Board of Directors. Mr. Datin will serve as a Class III Director with an initial term expiring at the Company’s 2021 Annual Meeting of Stockholders. He will also serve on the Audit and the Compensation Committees of the Board.
“We are pleased to have this opportunity for Jim to serve on our Board of Directors,” said Stephen S. Tang, Ph.D., President and Chief Executive Officer of OraSure Technologies. “His executive leadership experience, along with his experience in mergers and acquisitions, improving performance and facilitating growth in the life science industry will enable him to be a strong contributor to the Company as it executes against its innovation-driven growth strategy.”
Mr. Datin, age 56, currently serves as the President and Chief Executive Officer of BioAgilytix, LLC, a global bioanalytical contract research organization supporting the development of novel therapeutic biologics. Prior to BioAgilytix, from August 2005 to June 2013 Mr. Datin served as the Executive Vice President and Managing Director at Safeguard Scientifics, Inc. (NYSE: SFE), a company focused on providing capital and advice to technology-driven businesses in healthcare, financial services and digital media. Prior to his tenure at Safeguard, Mr. Datin served as the Chief Executive Officer of TouchPoint Solutions, a software solutions provider. Prior to joining TouchPoint, Mr. Datin served in executive positions for Dendrite International and Isuta.
Mr. Datin previously served on the Boards of Directors of Clarient (NASDAQ: CLRT), NuPathe Inc. (NASDAQ: PATH), the University City Science Center (Philadelphia) and Laurate Pharma.
Mr. Datin earned a B.B.A. at Marshall University, an M.B.A. at the University of New Haven and an Advanced Management Degree at The Wharton School at The University of Pennsylvania.
About OraSure Technologies
OraSure Technologies is empowering the global community to improve health and wellness by providing access to accurate essential information. OraSure is a leader in the development, manufacture and distribution of point-of-care diagnostic tests, molecular 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 Hepatitis C (HCV) on the OraQuick® platform, sample self-collection and stabilization products for molecular applications, and oral fluid laboratory tests for detecting various drugs of abuse. Together with its wholly-owned subsidiaries (DNA Genotek,
CoreBiome and Novosanis), OraSure provides its customers with value-added, end-to-end solutions that encompass tools, diagnostics and services. OraSure’s portfolio of products is sold globally to various clinical laboratories, hospitals, clinics, community-based organizations and other public health organizations, research institutions, distributors, government agencies, physicians’ offices, commercial and industrial entities and consumers. For more information on OraSure Technologies, please visit www.orasure.com.
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