-----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, TqPtage4gj3961dj0E9sjHarD6ob3+e5hwzD17uEKGo4CXg0aI7DGlMaAdzY/NNz iMMJ8EGmko2kxKB+UtLjcg== 0001144204-08-006227.txt : 20080205 0001144204-08-006227.hdr.sgml : 20080205 20080205151937 ACCESSION NUMBER: 0001144204-08-006227 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080101 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080205 DATE AS OF CHANGE: 20080205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSGENOMIC INC CENTRAL INDEX KEY: 0001043961 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 911789357 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30975 FILM NUMBER: 08575819 BUSINESS ADDRESS: STREET 1: 12325 EMMET ST CITY: OMAHA STATE: NE ZIP: 68164 BUSINESS PHONE: 4027385480 MAIL ADDRESS: STREET 1: 12325 EMMET STREET CITY: OMAHA STATE: NE ZIP: 68164 8-K 1 v102065_8k.txt ================================================================================ 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): January 1, 2008 TRANSGENOMIC, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 000-30975 911789357 - ------------------------ ---------------------- ---------------------- (State of Incorporation) (Commission File Number) (IRS Employer Identification Number) 12325 Emmet Street, Omaha, Nebraska 68164 -------------------------------------- ---------------------- (Address of principal executive offices) (Zip Code) (402) 452-5400 ---------------------------------------------------- (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 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 Election of Director. On January 1, 2008, the Registrant's Board of Directors appointed David P. Pauluzzi to serve as a Class III Director. Mr. Pauluzzi has not been appointed to any committees of the Board of Directors at this time. There are no family relationships between Mr. Pauluzzi and any other director or executive officer of the Registrant and he was not selected by the Board of Directors to serve as a Director pursuant to any arrangement or understanding with any person. Mr. Pauluzzi has not engaged in any transaction with the Registrant that would be reportable as a related party transaction under the rules of the SEC. Item 9.01 Financial Statements and Exhibits. 99.1 Press Release, dated February 5, 2008, announcing the appointment of David P. Pauluzzi to the Registrant's Board of Directors. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 5, 2008 TRANSGENOMIC, INC. By: /s/ Debra A. Schneider ----------------------------------- Debra A. Schneider Chief Financial Officer EX-99.1 2 v102065_ex99-1.txt Transgenomic Appoints David Pauluzzi to Board of Directors Former Quest Executive Director Brings Extensive Strategic Marketing Expertise OMAHA, Neb., February 5, 2008 - Transgenomic, Inc. (OTCBB: TBIO.OB), today announced that it has appointed David P. Pauluzzi to its Board of Directors. Mr. Pauluzzi is currently a consultant at Water Street Healthcare Partners, a Chicago-based private equity firm specializing in the healthcare sector. Prior to his current position, Mr. Pauluzzi served as Executive Director/VP of Quest Diagnostics, the nation's leading provider of diagnostic testing, information and services, where he directed operations, marketing and sales for its Esoteric Anatomic Pathology Business and built a direct sales and marketing organization for its Hospital Division. He also served as V.P. of Sales and Marketing and Chief Operating Officer for US LABS, a national anatomic pathology reference laboratory, where he hired and developed the Company's sales and marketing organization and launched national marketing and re-branding initiatives. Mr. Pauluzzi has also served as Senior Director of World Wide Marketing for Ventana Medical Systems, a global leader in tissue-based cancer diagnostics, and as District Sales Manager and International Marketing Manager for the Diagnostics Division of global healthcare company Abbott Laboratories. Craig Tuttle, Transgenomic President and Chief Executive Officer, stated, "Mr. Pauluzzi brings more than 20 years of worldwide diagnostic and clinical laboratory experience with both leading and emerging healthcare service companies that includes extensive expertise in strategic marketing, developing and managing sales organizations, and senior level diagnostic product and systems sales. His cancer diagnostic and services industry experience includes anatomic pathology, genomics, proteomics and the pharmacogenomics market serving physicians, labs and hospitals. We are excited to have him join the Company's Board of Directors." About Transgenomic: Transgenomic is a global biotechnology company that provides unique products and services for automated high sensitivity genetic variation and mutation analysis. Their offerings include systems, products, discovery and laboratory testing services to the academic and medical research, clinical laboratory and pharmaceutical markets in the fields of pharmacogenomics and personalized medicine. Specific offerings include WAVE(R) DHPLC Systems, related consumables and assay kits, cytogenetics automated systems, Transgenomic Molecular Clinical Reference Laboratory and Pharmacogenomics Research Services. Transgenomic's two laboratory services divisions utilize these technologies and expertise to provide a menu of mutation scanning tests for over 700 cancer-associated genes and more than 60 validated diagnostic tests to meet the needs of pharmaceutical and biotech companies, research and clinical laboratories, physicians and patients. For more information about the innovative systems, products and services offered by Transgenomic, please visit: www.transgenomic.com. Transgenomic Cautionary Statements Certain statements in this press release constitute "forward-looking statements" of Transgenomic within the meaning of the Private Securities Litigation Reform Act of 1995, which involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from any future results, performance or achievements expressed or implied by such statements. Forward-looking statements include, but are not limited to, those with respect to management's current views and estimates of future economic circumstances, industry conditions, company performance and financial results, including the ability of the Company to grow its involvement in the diagnostic products and services markets. The known risks, uncertainties and other factors affecting these forward-looking statements are described from time to time in Transgenomic's reports to the Securities and Exchange Commission. Any change in such factors, risks and uncertainties may cause the actual results, events and performance to differ materially from those referred to in such statements. Accordingly, the company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 with respect to all statements contained in this press release. All information in this press release is as of the date of the release and Transgenomic does not undertake any duty to update this information, including any forward-looking statements, unless required by law. For confirmation of release or further information, please contact: Debra Schneider Todd Kehrli or Jim Byers Chief Financial Officer Investor Relations Transgenomic, Inc. MKR Group, Inc. 12325 Emmet Street Omaha, NE 68164 Phone: 402.452.5400 Phone: 323.468.2300 Fax: 402.452.5461 investorrelations@transgenomic.com tbio@mkr-group.com -----END PRIVACY-ENHANCED MESSAGE-----