0001368993-17-000024.txt : 20170301 0001368993-17-000024.hdr.sgml : 20170301 20170301142729 ACCESSION NUMBER: 0001368993-17-000024 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170228 FILED AS OF DATE: 20170301 DATE AS OF CHANGE: 20170301 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WaferGen Bio-systems, Inc. CENTRAL INDEX KEY: 0001368993 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 900416683 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 34700 CAMPUS DRIVE CITY: FREMONT STATE: CA ZIP: 94555 BUSINESS PHONE: (510) 651-4450 MAIL ADDRESS: STREET 1: 34700 CAMPUS DRIVE CITY: FREMONT STATE: CA ZIP: 94555 FORMER COMPANY: FORMER CONFORMED NAME: La Burbuja Cafe, Inc. DATE OF NAME CHANGE: 20060714 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McKenzie William Douglas CENTRAL INDEX KEY: 0001596406 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36601 FILM NUMBER: 17653310 MAIL ADDRESS: STREET 1: 7400 PASEO PADRE PARKWAY CITY: FREMONT STATE: CA ZIP: 94555 4 1 wf-form4_148839641008823.xml FORM 4 X0306 4 2017-02-28 1 0001368993 WaferGen Bio-systems, Inc. WGBS 0001596406 McKenzie William Douglas C/O WAFERGEN BIO-SYSTEMS, INC. 34700 CAMPUS DRIVE FREMONT CA 94555 1 0 0 0 Common Stock 2017-02-28 4 D 0 8371 7.3471 D 0 D Includes 3,049 restricted stock units ("RSUs"). Pursuant to the Agreement and Plan of Merger, dated May 12, 2016, by and among WaferGen Bio-systems, Inc., Takara Bio USA Holdings, Inc., Walrus Acquisition Corporation and Takara Bio USA, Inc., (i) each issued and outstanding RSU was automatically vested and converted into the right to receive $7.347126 in cash, without interest, and (ii) each issued and outstanding share of common stock was automatically cancelled and converted into the right to receive $7.347126 in cash, without interest. Exhibit 24 - Power of Attorney /s/ Ian Lamdin, attorney in fact for William McKenzie 2017-03-01 EX-24 2 wgbs_powerxofxattorneyxmck.htm POA MCKENZIE

POWER OF ATTORNEY

    The undersigned hereby constitutes and appoints each of Michael P. Henighan, Ian Lamdin, Mark Busch and James Herriott, signing singly, as the undersigned's true and lawful attorney-in-fact to:

    (1)    execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of WaferGen Bio-systems, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the "Exchange Act"), as well as the Form ID to obtain and/or renew EDGAR codes for use in connection with the filing of Forms 3, 4 and 5 and any other related documentation;

    (2)    do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4 or 5, Form ID or other related documentation, complete and execute any amendment or amendments thereto, and timely file such forms or documentation with the United States Securities and Exchange Commission and any stock exchange or similar authority;

    (3)    take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion; and

    (4)    in connection with the preparation and filing of Forms 3, 4 and 5, seek or obtain, as the undersigned's attorney-in-fact and on the undersigned's behalf, information regarding transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information.

    The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in connection with the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, herby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.

    This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

    This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including, without limitation, the reporting requirements under Section 16 of the Exchange Act.  Additionally, although pursuant to this Power of Attorney the Company will use commercially reasonable best efforts to timely and accurately file Section 16 reports on behalf of the undersigned, the Company does not represent or warrant that it will be able to in all cases timely and accurately file Section 16 reports on behalf of the undersigned due to various factors, including, but not limited to, the shorter deadlines mandated by the Sarbanes-Oxley Act of 2002, possible time zone differences between the Company and the undersigned and the Company's need to rely on other parties for information, including the undersigned and brokers of the undersigned.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of February, 2015.




                                                ___
                        William McKenzie