8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

February 9, 2016

Date of Report (Date of earliest event reported)

CEPHEID

(Exact name of Registrant as specified in its charter)

California	000-30755	77-0441625
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)

904 Caribbean Drive, Sunnyvale, CA 94089

(Address of principal executive offices) (Zip Code)

(408) 541-4191

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2 below):

¨ 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 Certain Officers; Compensatory Arrangements of Certain Officers.

(c)

On February 9, 2016, Cepheid promoted Warren C. Kocmond, Jr., 56, previously Executive Vice President and Chief Operating Officer, to President and Chief Operating Officer, effective immediately.

Mr. Kocmond joined Cepheid as Executive Vice President, Global Operations in May of 2013 and was promoted to Executive Vice President and Chief Operating Officer in October 2014. Prior to joining Cepheid, Mr. Kocmond served as Vice President of Global Operations at Lam Research Corporation, a wafer fabrication equipment and services supplier, from February 2012 until April 2013, where he was responsible for globally dispersed operations including a multi-billion dollar supply chain. From August 2009 until October 2011, Mr. Kocmond served as Executive Vice President of Global Operations and Quality at Verigy, Ltd., now a wholly owned subsidiary of Advantest Corp., a provider of semiconductor automatic test equipment. Mr. Kocmond served as the Chief Operating Officer of Electroglas, Inc., now EG Systems, LLC, a supplier of semiconductor manufacturing equipment and software, from May 2008 until February 2009, when he was promoted to Chief Executive Officer and served in that role until July 2009. Prior to that, from May 2007 until May 2008, Mr. Kocmond served as the Senior Vice President of Global Operations for Affymetrix, Inc., a manufacturer of DNA microarrays.

In connection with Mr. Kocmond’s promotion, his annual base salary was increased to $525,000 and the target annual cash bonus that Mr. Kocmond is eligible to receive pursuant to Cepheid’s 2016 Incentive Plan was increased to 75% of his base salary. Further, on February 9, 2016, Mr. Kocmond was granted 12,500 restricted stock units (“RSUs”) pursuant to Cepheid’s 2015 Equity Incentive Plan (the “Plan”) and a notice of RSU award and award agreement that will vest over a four-year period with 25% of the RSUs vesting on the first anniversary of the grant date and an additional 1/16^th of the RSUs vesting at the end of each three-month period thereafter, for so long as Mr. Kocmond is providing services to Cepheid. Mr. Kocmond was also granted an option to purchase 112,500 shares of Cepheid’s common stock (the “Option”) with an exercise price equal to the closing price of Cepheid’s common stock on February 9, 2016. The Option was granted pursuant to the Plan and a notice of option and option agreement and will vest over a four-year period with 25% of the shares subject to the Option vesting on the first anniversary of the grant date and an additional 1/48^th of the shares subject to the Option vesting monthly thereafter, for so long as Mr. Kocmond is providing services to Cepheid.

In connection with his promotion, Mr. Kocmond entered into an amendment to his existing Change of Control Retention and Severance Agreement, solely to reflect increased benefits as a result of his promotion to President (as so amended, the “Change of Control Agreement”). Pursuant to the Change of Control Agreement, if Mr. Kocmond’s employment is terminated without Cause (as defined in the Change of Control Agreement) or he resigns within ninety (90) days following a Diminution of Responsibilities (as defined in the Change of Control Agreement), in either case within twelve (12) months following a Change of Control (as defined in the Change of Control Agreement), he will be entitled to a lump sum payment equal to (i) twenty (20) months of his then-current base salary plus (ii) 100% of the target bonus for which he would have been eligible during the year of termination pursuant to Cepheid’s then-effective cash incentive bonus plan, and all of Mr. Kocmond’s then unvested equity grants will become fully vested and exercisable, and all Cepheid repurchase, forfeiture or similar rights with respect to such equity-based compensation will terminate. Any benefits available under the Change of Control Agreement are conditioned upon Mr. Kocmond’s execution of a general release in favor of

Cepheid. The description of Mr. Kocmond’s Change of Control Agreement set forth herein is qualified in its entirety by reference to the full text of Cepheid’s form of Change of Control Agreement, which is attached hereto as Exhibit 10.01 and is incorporated herein by reference.

Except as described above, the terms of Mr. Kocmond’s employment will remain unchanged.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Exhibit Title
10.01	Form of Change of Control Retention and Severance Agreement by and between Cepheid and each of its executive officers, as amended. (Incorporated by reference to Exhibit 10.18 filed with the Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2014.)
99.01	Press release dated February 10, 2016.

SIGNATURES

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.

	CEPHEID
Date: February 10, 2016	By:	/s/ Dan Madden
		Name:	Dan Madden
		Title:	Executive Vice President, Chief Financial Officer

Exhibit Index

Exhibit No.	Exhibit Title
10.01	Form of Change of Control Retention and Severance Agreement by and between Cepheid and each of its executive officers, as amended. (Incorporated by reference to Exhibit 10.18 filed with the Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2014.)
99.01	Press release dated February 10, 2016.

EX-99.01

Exhibit 99.01

CEPHEID ANNOUNCES APPOINTMENT OF PRESIDENT AND CHIEF OPERATING OFFICER

AND WELCOMES EXECUTIVE VICE PRESIDENT OF ENGINEERING AND OPERATIONS

SUNNYVALE, CALIF. — February 10, 2016 — Cepheid (Nasdaq: CPHD) today announced that Warren Kocmond, formerly Executive Vice President and Chief Operating Officer, has been promoted to the position of President and Chief Operating Officer. In his new capacity, Mr. Kocmond’s responsibilities have been expanded, and now include Global Commercial Operations in addition to Manufacturing Operations, Engineering, Technical Service and Customer Service. Mr. Kocmond will continue to report to John Bishop, Cepheid’s Chairman and Chief Executive Officer.

In conjunction with Mr. Kocmond’s promotion, the company has appointed Marc Haugen to the position of Executive Vice President of Engineering and Operations, reporting to Mr. Kocmond. Mr. Haugen was most recently Group Vice President of Worldwide Operations and Supply Chain at Applied Materials, where he was responsible for Global Operations with multiple factories across Asia, North America and Europe, and an annual multi-billion dollar supply chain. Prior to Applied Materials, Mr. Haugen spent 15 years at Lam Research where he held numerous positions in Product Operations and Business Operations, including Corporate Vice President of Global Product Operations. Mr. Haugen started his business career at Applied Materials in 1991, with a variety of Product Management, Business Process, Manufacturing Engineering, and Business Operations positions.

“Under Warren’s leadership, our manufacturing operations have been transformed over the last three years into a world class organization that supports the rapidly growing demand for our GeneXpert systems and Xpert cartridges while simultaneously driving continuous cost reduction and quality improvement programs,” said John Bishop, Cepheid’s Chairman and Chief Executive Officer. “I am confident that Marc will continue to evolve our engineering and manufacturing organizations to support both our growth and profitability objectives.”

“While Cepheid already delivers industry-leading growth rates, we are preparing for an acceleration in growth as a number of our expansion programs gain momentum,” added Bishop. “Today’s appointments are intended to further sharpen our focus in both Global Operations and Commercial Operations so that we are even better positioned to address the substantial opportunity we face as we further broaden our test menu into virology and oncology, expand our global footprint into new geographies like China and Japan, and extend our market reach into new categories like Point of Care.”

In connection with Mr. Haugen’s appointment to the position of Executive Vice President of Engineering and Operations, the Compensation Committee of Cepheid’s Board of Directors has granted Mr. Haugen an option to purchase 60,000 shares of Cepheid common stock at the closing price of Cepheid common stock on Mr. Haugen’s employment commencement date and restricted stock units in respect of 20,000 shares of Cepheid common stock. The option will become exercisable by Mr. Haugen over four years, with 25% vesting on the one-year anniversary of Mr. Haugen’s employment commencement date and ratably monthly thereafter, so long as Mr. Haugen continues to be employed by or provide services to Cepheid, and will expire after seven years from the grant date. The restricted stock units will vest over four years, with 25% vesting on the one-year anniversary of Mr. Haugen’s employment commencement date and an additional

1/16^th of the restricted stock units at the end of each three-month period thereafter, so long as Mr. Haugen continues to be employed by or provide services to Cepheid. The option and restricted stock units were granted as inducement grants pursuant to Section 5635(c)(4) of The NASDAQ Stock Market Rules.

About Cepheid

Based in Sunnyvale, Calif., Cepheid (Nasdaq: CPHD) is a leading molecular diagnostics company that is dedicated to improving healthcare by developing, manufacturing, and marketing accurate yet easy-to-use molecular systems and tests. By automating highly complex and time-consuming manual procedures, the company’s solutions deliver a better way for institutions of any size to perform sophisticated genetic testing for organisms and genetic-based diseases. Through its strong molecular biology capabilities, the company is focusing on those applications where accurate, rapid, and actionable test results are needed most, such as managing infectious diseases and cancer. For more information, visit www.cepheid.com.

About GeneXpert Systems and Xpert Tests

With more than 9,800 systems in 182 countries, the GeneXpert System is the world’s most popular molecular diagnostics’ instrument. The GeneXpert System’s modular configuration means that the system is the most scalable available, offering the ability to perform from one to eighty Xpert tests at the same time. As a result, the GeneXpert System meets the throughput requirements of customers of all sizes — from lower volume point-of-care settings to higher volume reference laboratories — enabling accurate, fast and cost effective test results.

GeneXpert Systems run proprietary Xpert test cartridges. The Xpert test menu spans healthcare-associated infections, sexual health, critical infectious disease, and oncology, and today offers 23 tests outside the US, and 19 tests in the US. More information on the GeneXpert System and the Xpert tests is available on our website at www.cepheid.com.

Forward Looking Statements

This press release contains forward-looking statements that are not purely historical regarding Cepheid’s or its management’s intentions, beliefs, expectations and strategies for the future, including those relating to the projected future growth and profitability, future availability, performance, technical and product specifications, sensitivity, speed, accuracy, diagnostic utility and clinical efficacy of the GeneXpert Omni and Xpert tests, including relative to competing products and technologies, and the breadth and speed of test menu expansion, geographic expansion and market expansion. Because such statements deal with future events, they are subject to various risks and uncertainties, and actual results could differ materially from the Company’s current expectations. Factors that could cause actual results to differ materially include risks and uncertainties such as those relating to: test performance in the field; utilization of the Company’s tests by clinicians and future changes in medical practice and protocols; the Company’s ability to successfully and timely develop new products; the performance and market acceptance of new products, including the Company’s new point-of-care system; the effectiveness of the Company’s sales personnel and distribution partners; sufficient customer demand, customer confidence in product availability and available customer budgets for the Company’s products; the completion of clinical trials for new products successfully and in a timely manner; uncertainties related to the United States FDA, European and other regulatory processes; the Company’s ability to successfully introduce and sell products in global markets; the Company’s research and development budget; unforeseen supply, development and manufacturing problems; the potential need for additional intellectual property licenses for tests and other products and the terms of such licenses; the impact of competitive products and pricing; the costs of product components and other factors affecting product pricing; the Company’s ability to manage geographically-dispersed operations; and underlying regulatory, political and market conditions worldwide. Readers should also refer to the section entitled “Risk

Factors” in Cepheid’s Annual Report on Form 10-K, its most recent Quarterly Report on Form 10-Q, and its other reports filed with the Securities and Exchange Commission.

All forward-looking statements and reasons why results might differ included in this release are made as of the date of this press release, based on information currently available to Cepheid, and Cepheid assumes no obligation to update any such forward-looking statement or reasons why results might differ.