-----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, TvJ+h2eY0DDFRw2nhIZzZ29UiyvJob7Rpjdux2TP2t6wlUG5kGFqdjHemKBJ1VN5 rSRNMqo6yZe2jKF/+IiN1A== 0001275287-06-006079.txt : 20061115 0001275287-06-006079.hdr.sgml : 20061115 20061115104713 ACCESSION NUMBER: 0001275287-06-006079 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061114 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: 20061115 DATE AS OF CHANGE: 20061115 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: 061218431 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 ti7952.txt FORM 8-K ================================================================================ 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): November 14, 2006 TRANSGENOMIC, INC. (Exact name of registrant as specified in its charter) Delaware 000-30975 (State of Formation) (Commission File Number) 911789357 (IRS Employer Identification Number) 12325 Emmet Street Omaha, NE 68164 (Address of principal executive offices) (Zip Code) (402) 452-5400 (Registrants' 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(c)) ================================================================================ ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS Transgenomic, Inc. (the "Company") has appointed Debra Schneider as Vice President and Chief Financial Officer effective December 4, 2006. Ms. Schneider succeeds former Chief Financial Officer, Michael Summers, who resigned on September 20, 2006. Ms. Schneider has spent the last seventeen years at First Data Corporation in a number of roles including finance planning, accounting and Chief Financial Officer for various business units. First Data Corporation is a provider of processing and related services to institutions issuing credit and debit cards. Most recently she served as Senior Vice President of Finance. Prior to her tenure at First Data Corporation, she worked as Controller at Creative Financing, Inc. and as an accountant with KPMG. The Company has entered into an Employment Agreement with Ms. Schneider effective December 4, 2006 which has an initial term of one year, but will be automatically extended for additional one-year periods unless either the Company or Ms. Schneider elects not to further extend it. Under the terms of the Employment Agreement, Ms. Schneider will be paid a base salary of $200,000 per year during the initial one-year term. Her salary may increase in subsequent terms as determined by the Company's compensation committee. In addition, Ms. Schneider will receive a signing bonus of $10,000 to be paid with the first regular payroll. Ms. Schneider is also eligible to receive an annual bonus of up to 20% of her base salary based on performance goals and objectives approved by the compensation committee. The Employment Agreement also provides that Ms. Schneider will be granted options to purchase 100,000 shares of the Company's common stock upon the effective date of the Agreement, options to purchase 100,000 shares on June 1, 2007, and options to purchase 100,000 shares on November 1, 2007, in each case subject to the approval of the compensation committee. Each such grant of options will vest equally on the next three anniversary dates of the respective grant. The Employment Agreement contains standard confidentiality and noncompetition provisions and provides for a severance payment to Ms. Schneider equal to one year's salary if she is discharged for reasons other than as defined in the Employment Agreement as "just cause". There are no family relationships between Ms. Schneider and any director or other executive officer of the Company and she was not selected by the Board of Directors to serve as the Company's Vice President and Chief Financial Officer pursuant to any arrangement or understanding with any person. Ms. Schneider has not engaged in any transaction with the Company 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 NOVEMBER 14, 2006 10.1 Employment Agreement between the Company and Debra A. Schneider effective December 4, 2006. 99.1 Press Release, dated November 14, 2006, announcing the appointment of Debra Schneider to the position of Vice President and Chief Financial Officer effective December 4, 2006. 2 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. TRANSGENOMIC, INC. By /s/ Craig J. Tuttle ------------------------------------- Craig J. Tuttle President and Chief Executive Officer November 14, 2006 3 EX-10.1 2 ti7952ex101.txt EXHIBIT 10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made effective as of December 4, 2006, by and between Transgenomic, Inc., a Delaware corporation (the "Company"), and Debra A. Schneider ("Employee"). The Company and Employee desire to enter into an Employment Agreement. Accordingly, the Company and Employee agree as follows: Section 1. Effective Date; Position; Term. This Agreement shall become effective on December 4, 2006 (the "Effective Date"). The Company shall employ Employee as its Vice President and Chief Financial Officer. The initial term of the Agreement will be one (1) year from the Effective Date, but shall be automatically extended for additional terms of one (1) year unless either the Company or the Employee provides written notice to the other that it does not intend to extend this Agreement not later than 60 days prior to the end of the then current term.. Section 2. Position and Duties. During the term of this Agreement: (a) Employee shall have the normal responsibilities, duties and authorities of Vice President and Chief Financial Officer of the Company described in its bylaws and such other reasonable duties as may be assigned to her by the Board of Directors of the Company (the "Board") from time to time. (b) Employee shall report to the Chief Executive Officer. Employee shall perform faithfully the executive duties assigned to her to the best of her ability in a diligent, trustworthy, businesslike and efficient manner and will devote her full business time and attention to the business and affairs of the Company and its subsidiaries and affiliates; provided, however, that Employee may serve as a director of or a consultant to nonprofit corporations, civic organizations, professional groups and similar entities. Section 3. Base Salary. As compensation for her services hereunder, the Company shall pay to Employee during the Employment Period an initial base salary of $200,000 per year. Base Salary shall be payable in equal installments in arrears on a semimonthly basis or as otherwise may be mutually agreed upon. Section 4. Bonus. (a) In addition to the Base Salary, Employee shall receive a signing bonus of $10,000 to be paid with the first regular payroll after the Effective Date. (b) Beginning in calendar 2007, Employee shall be eligible to receive an annual bonus of up to 20% of her Base Salary based on Employee's performance in conjunction with specific mutually agreed goals and objectives and formulas determined by the Chief Executive Officer and agreed upon by the Compensation Committee prior to each calendar year. Annual bonuses, if any, will be payable at such time or times during or following each calendar year as shall be determined by the Compensation Committee in its sole discretion. Section 5. Participation in Employee Benefit Plans. Employee will be entitled to participate in all Company salaried employee benefit plans and programs, subject to the terms and conditions of each such employee benefit plan or program and to the extent commensurate with her position as Vice President and Chief Financial Officer. Section 6. Other Benefits. (a) Vacation. Employee (a) Vacation. Employee shall participate in the vacation benefit provided to all employees, except that her participation during the period in which she has less than ten (10) years of service will be equivalent to a participant with ten (10) to twenty-four (24) years of service. (b) Insurance. The Company shall make available to Employee health insurance (including dependent coverage), and other employee benefit plans provided to employees. Section 7. Business Expenses. The Company shall reimburse Employee for all reasonable expenses incurred by her in the course of performing her duties under this Agreement which are consistent with the Company's policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company's requirements with respect to reporting and documentation of such expenses. Section 8. Stock Options and Option Shares. Employee will be granted options to purchase shares of the Company's common stock under the Company's 2006 Equity Incentive Plan (the "Plan") on the terms described below, subject to final approval of the Compensation Committee: (a) 100,000 shares on or about the Effective Date of the Agreement; (b) 100,000 shares on or about June 1, 2007; and (c) 100,000 shares on or about November 1, 2007. The price of the options will be the fair market value of the Company's Common Stock as reported on the date the options are granted. The options will vest equally on the next three anniversary dates of the grant. Granted and unvested options will vest upon the Company being acquired or merged into another entity as provided in the Plan. Section 9. Termination of Employment. (a) Events of Termination and Severance Payment. In the event that, during the term of this Agreement, Employee is involuntarily discharged for any reason other than for Just Cause (as defined below), Employee shall be entitled to receive a severance payment (the "Severance Payment") equal to the amount of the Employee's then current annual Base Salary. The Severance Payment will be paid to Employee over a period of twelve months in the manner described in Section 3 and will be subject to applicable income tax withholding consistent with the Company's normal payroll practices. Additionally, upon the Company being acquired or merged into another entity, Transgenomic, Inc. will honor the Severance Payment in the event that the Employee's position was eliminated as a result of the merger or acquisition. (b) "Just Cause" being defined as any criminal act (felony) being committed by employee, if employee commits fraud or dishonesty toward the Company, other significant activities materially harmful to the reputation of the Company as reasonably defined by the Company, willful refusal to perform or substantial disregard of the duties properly assigned, significant violation of any statutory or common law or a material violation of Sections 11 or 12 below, not reasonably performing assigned tasks to meet minimum expectations of the position, or intentionally takes any other action materially detrimental to the best interests of the Company (c) Effect of Breach of Noncompetition Provisions. In the event Employee breaches or otherwise fails to comply with the provisions of Section 11 or 12 below, then, in addition to any other remedies provided herein or at law or in equity, the Company shall have the right to require return of any severance payment made to the Employee. Return of such Severance Payment pursuant to the preceding sentence shall not relieve Employee's obligations pursuant to Sections 11 and 12 below. Section 10. Assignment and Succession. (a) The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon its respective successors and assigns, and Employee's rights and obligations hereunder shall inure to the benefit of and be binding upon her successors and permitted assigns, whether so expressed or not. (b) Employee acknowledges that the services to be rendered by her hereunder are unique and personal. Accordingly, Employee may not pledge or assign any of her rights or delegate any of her duties or obligations under this Agreement without the express prior written consent of the Board. (c) The Company may not assign its interest in or obligations under this Agreement without the prior written consent of Employee. Section 11. Confidential Information. (a) Company Information. Employee agrees at all times during the term of her relationship with the Company and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm, corporation or other entity without written authorization of the Board of Directors of the Company, any Confidential Information of the Company which Employee obtains or creates, by whatever means. Employee further agrees not to make copies of such Confidential Information except as authorized by the Company. Employee understands that "Confidential Information" means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, suppliers, customer lists and customers (including, but not limited to, customers of the Company on whom Employee called or with whom Employee became acquainted during the relationship), prices and costs, markets, software, developments, inventions, laboratory notebooks, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, licenses, finances, budgets or other business information disclosed to Employee by the Company either directly or indirectly in writing, orally or by drawings or observation of parts or equipment or created by Employee during the period of the relationship, whether or not during working hours. Employee understands that "Confidential Information" includes, but is not limited to, information pertaining to any aspects of the Company's business which is either information not known by actual or potential competitors of the Company or is proprietary information of the Company or its customers or suppliers, whether of a technical nature or otherwise. Employee further understands that "Confidential Information" does not include any of the foregoing items which have become publicly and widely known and made generally available through no wrongful act of Employee's or of others who were under confidentiality obligations as to the item or items involved. (b) Former Employer Information. Employee represents that as an employee of the Company, she has not breached and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by Employee in confidence or trust prior or subsequent to the commencement of Employee's relationship with the Company, and Employee will not disclose to the Company, or induce the Company to use, any inventions, confidential or proprietary information or material belonging to any previous employer or any other party. (c) Third Party Information. Employee recognizes that the Company has received and in the future will receive confidential or proprietary information from third parties subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Employee agrees to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out Employee's work for the Company consistent with the Company's agreement with such third party. Section 12. Return of Company Documents. Employee agrees that, at the time of termination of her relationship with the Company, she will deliver to the Company (and will not keep in her possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, materials, flow charts; equipment, other documents or property, or reproductions of any aforementioned items developed by Employee pursuant to the relationship or otherwise belonging to the Company, its successors or assigns. Employee further agrees that any property situated on the Company's premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice. Section 13. Noncompetition. Independent of any obligation under any other contract or agreement between Employee and the Company, for a period of one (1) year following the termination of Employee's employment relationship with the Company, Employee shall not, directly or indirectly, whether as an individual for her own account, or for or with any other person, firm, corporation, partnership, joint venture, association, or other entity whatsoever, which is or intends to be engaged in biotechnology business and, more particularly, that provides technologies for DNA/RNA analysis and purification utilizing DHPLC technologies (provided, however, that the restrictions set forth in this clause shall not apply to involvement that consists solely of "beneficially owning," as such term is used in Rule 13d-3 promulgated under the Exchange Act 2% or less of the outstanding securities of any class of securities issued by a publicly-traded entity): (a) Solicit, interfere with, or endeavor to entice away from the Company, any person, firm, corporation, partnership, or entity of any kind whatsoever, which was or is a client or licensor of the Company, for which the Company performed services, with respect to any business, product or service that is competitive to the products or services offered by the Company, or under development by the Company, as of the date of the termination of Employee's relationship with the Company. This restriction shall apply only to such clients or licensors of the Company as were serviced or solicited by Employee at any time during the one (1) year prior to the separation of Employee's relationship with the Company, either as an independent contractor or as an employee of the Company; (b) Solicit or endeavor to induce any of the Company's employees or consultants to terminate their relationship with the Company, or take away such employees or consultants, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for Employee or for any other person or entity; (c) Induce or attempt to induce any supplier, licensee or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such supplier, licensee or business relation and the Company. Section 14. Business Opportunity. Employee represents and acknowledges that the foregoing restrictions will not prevent her from obtaining gainful employment in her field of expertise or cause her undue hardship; and that there are numerous other employment opportunities available to her that are not affected by the foregoing restrictions. Employee further acknowledges that the foregoing restrictions are reasonable and necessary, in order to protect the Company's legitimate interests, and that any violation thereof would result in irreparable injury to the Company. Section 15. Conflicts of Interest Policies. Employee shall diligently adhere to the Company's Conflict of Interest Policy as adopted by the Board and in effect from time to time. Section 16. Arbitration and Equitable Remedies. (a) Except as provide in Section 16 (b) hereof, the parties agree that any dispute or controversy arising out of, relating to, or concerning the interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in Nebraska, in accordance with the Employment Dispute Resolution rules of the American Arbitration Association then in effect. The arbitrator may grant injunctions or other relief in such dispute or controversy and the decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction. The Company and Employee shall each pay one-half of the costs and expenses of such arbitration, and each shall separately pay the fees and expenses of their respective legal counsel. THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EMPLOYEE'S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EMPLOYEE RELATIONSHIP. (b) Notwithstanding paragraph (a) of this Section 16, the parties agree that, in the event of the breach or threatened breach of Sections 11, 13 or 14 of this Agreement by Employee, monetary damages alone would not be an adequate remedy to the Company and its Subsidiaries for the injury that would result from such breach, and that the Company and its Subsidiaries shall be entitled to apply to any court of competent jurisdiction for specific performance and/or injunctive relief (without posting bond or other security) in order to enforce or prevent any violation of such provisions of this Agreement. Employee further agrees that any such injunctive relief obtained by the Company or any of its Subsidiaries shall be in addition to monetary damages. Section 17. Indemnification. The Company agrees to indemnify and hold harmless Employee to the degree, and subject to the conditions, set forth in the Company's Articles of Incorporation and Bylaws and Delaware law. Section 18. Entire Agreement. This Agreement represents the entire agreement between the parties relating to the subject matters covered hereby and shall supersede any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter hereof in any way and shall not be amended or waived except in a writing signed by the parties hereto. Section 19. Notices. Any notice or request required or permitted to be given hereunder shall be in writing and will be deemed to have been given (i) when delivered personally, sent by telecopy (with hard copy to follow) or overnight express courier or (ii) five days following mailing by certified or registered mail, postage prepaid and return receipt requested, to the addresses below unless another address is specified by such party in writing: To the Company: Transgenomic, Inc. 12325 Emmet Street Omaha, NE 68164 Attention: Chief Executive Officer Telephone: (402) 452-5400 Telecopy: (402) 452-5447 To the Employee: Debra A. Schneider 16605 Jackson Street Omaha, NE 68118 Telephone: (402) 697-0718 Section 20. Headings. The article and section headings herein are for convenience of reference only and shall not define or limit the provisions hereof. Section 21. Applicable Law. The corporate law of the State of Delaware will govern all questions concerning the relative rights of the Company and its stockholders. All other questions concerning the construction, validity and interpretation of this Agreement shall be governed by the internal laws of the State of Nebraska. Section 22. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held prohibited by, invalid or unenforceable in any respect under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Section 23. Amendments and Waivers. Any provision of this Agreement may be amended or waived only with the prior written consent of the Company and Employee. Section 24. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party hereto. Section 25. Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. Section 26. Employee Representations. Employee hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Employee does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Employee is a party or by which she is bound, (ii) Employee is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity, and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Employee, enforceable in accordance with its terms. Section 27. Survival. Sections 11, 12 and 13 shall survive and continue in full force in accordance with their terms notwithstanding any termination of this Agreement. IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its duly authorized officer and Employee has signed this Agreement. TRANSGENOMIC, INC. By ----------------------------- Name: Craig J. Tuttle Title: President and Chief Executive Officer EMPLOYEE ----------------------------- Name: Debra A. Schneider Title: Vice President and Chief Financial Officer EX-99.1 3 ti7952ex991.txt EXHIBIT 99.1 Exhibit 99.1 TRANSGENOMIC APPOINTS CHIEF FINANCIAL OFFICER OMAHA, Neb., Nov. 14 /PRNewswire-FirstCall/ -- Transgenomic, Inc. (Nasdaq: TBIO) today announced that Debra A. Schneider has been named as Vice President and Chief Financial Officer effective December 4, 2006. Ms. Schneider will report to Craig Tuttle, Transgenomic's President and Chief Executive Officer, and will oversee finance, accounting, investor relations, and administration. Ms. Schneider has spent the last seventeen years at First Data Corporation in a number of roles including finance planning, accounting and Chief Financial Officer for various business units. First Data Corporation is a provider of processing and related services to institutions issuing credit and debit cards. Most recently she served as Senior Vice President of Finance. Prior to her tenure at First Data Corporation, she worked as Controller at Creative Financing, Inc. and as an accountant with KPMG. Ms. Schneider holds a B.S. in Business Administration, Accounting from the University of Nebraska-Omaha and is a Certified Public Accountant. In making the announcement, Transgenomic's President and Chief Executive Officer, Craig Tuttle, stated, "We are very excited to have Debra joining our team at Transgenomic. She has a tremendous background and experience base in both GAAP accounting and SEC reporting and a history of strong senior level leadership. Her skills in cost modeling and resource allocation will prove invaluable as we move towards profitable operations." About Transgenomic Transgenomic is a global biotechnology company that provides unique systems, products, discovery and laboratory testing services to the academic and medical research, clinical and pharmaceutical markets for automated high sensitivity genetic variation and mutation analysis in the fields of pharmacogenomics and personalized medicine. This is accomplished through their offerings of Wave(TM) DHPLC systems, reagents, consumables and assay kits, automated cytogenetics systems and Transgenomic Discovery and CLIA Lab Services. To date there have been over 1,200 Wave systems installed in over 600 customer sites in over 35 countries and approximately 1,500 publications utilizing Transgenomic products or services. Transgenomic Discovery and Lab Services utilize their technology 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. SOURCE Transgenomic, Inc. -0- 11/14/2006 /CONTACT: Craig J. Tuttle of Transgenomic, Inc., +1-402-452-5400/ /Web site: http://www.transgenomic.com / -----END PRIVACY-ENHANCED MESSAGE-----