0000842023-12-000035.txt : 20121105
0000842023-12-000035.hdr.sgml : 20121105
20121105081343
ACCESSION NUMBER: 0000842023-12-000035
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 3
CONFORMED PERIOD OF REPORT: 20121031
ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
ITEM INFORMATION: Other Events
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20121105
DATE AS OF CHANGE: 20121105
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: TECHNE CORP /MN/
CENTRAL INDEX KEY: 0000842023
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 411427402
STATE OF INCORPORATION: MN
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-17272
FILM NUMBER: 121178591
BUSINESS ADDRESS:
STREET 1: 614 MCKINLEY PL N E
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55413
BUSINESS PHONE: 6123798854
MAIL ADDRESS:
STREET 1: 614 MCKINLEY PLACE NE
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55413
8-K
1
k8olandretirement.txt
8-K
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): October 31, 2012
TECHNE CORPORATION
(Exact Name of Registrant as Specified in Charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
0-17272 41-1427402
(Commission File Number) (I.R.S. Employer
Identification No.)
614 McKinley Place NE
Minneapolis, MN 55413
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (612) 379-8854
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:
/ / 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.
On October 31, 2012, Thomas E. Oland informed Techne Corporation (the
"Company") of his decision to resign and retire from the positions of Chief
Executive Officer and President of the Company, effective the close of
business on November 30, 2012, as well as a member of its Board of Directors,
effective November 1, 2012. In his correspondence, Mr. Oland indicated that
he disagreed with the Board's decision to include external candidates in a
search for a potential successor chief executive officer as part of the
Company's succession planning activities. A copy of Mr. Oland's
correspondence is attached hereto as Exhibit 17.1 to this Current Report
on Form 8-K and is incorporated by reference herein. The Company has
provided Mr. Oland with a copy of this Current Report and he has informed
the Company that he does not object to the disclosure in this Item 5.02.
On November 2, 2012, the Company's Board of Directors appointed Gregory J.
Melsen, the Company's Vice President of Finance and Chief Financial Officer, to
also assume the duties of Chief Executive Officer on an interim basis. Such
appointment will be effective the close of business on November 30, 2012. Mr.
Melsen, age 60, has served as the Company's Vice President of Finance and Chief
Financial Officer since December 2004. In October 2010, he also assumed the
role of Treasurer. Prior to 2004, he held various vice president and chief
financial officer positions at several publicly traded companies and was
employed by a public accounting firm for 19 years, including nine years as
an audit partner. No decisions have been made at this time with respect to
Mr. Melsen's compensation arrangements as a result of this appointment.
Item 8.01 Other Events
On November 2, 2012, the Company's Board of Directors appointed Robert
Baumgartner Chairman of the Board, effective as of the date of appointment.
On November 5, 2012, the Company issued a press release regarding the events
described herein. A copy of the press release is attached hereto as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated by reference
herein.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements: None
(b) Pro forma financial information: None
(c) Shell Company Transactions: None
(d) Exhibits:
17.1 Correspondence dated October 31, 2012 and November 1,
2012
99.1 Press Release, dated November 5, 2012
SIGNATURE
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.
Dated: November 5, 2012
TECHNE CORPORATION
/s/ Gregory J. Melsen
----------------------
Gregory J. Melsen
Chief Financial Officer
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
TECHNE CORPORATION
EXHIBIT INDEX TO FORM 8-K
Date of Report: Commission File No.:
October 31, 2012 0-17272
Exhibit No. ITEM
------------ ----
17.1 Correspondence dated October 31, 2012 and November 1, 2012
99.1 Press Release, dated November 5, 2012
EX-17.1
2
ex17-1.txt
CORRESPONDENCE DATED OCTOBER 31, 2012 AND NOVEMBER 1, 2012
EMAIL DATED OCTOBER 31, 2012:
Techne Board and Melodie Rose:
I disagree with the Board's decision to recruit an individual from outside
our Company as its new CEO. To fill the CEO position with someone who has no
detailed knowledge of our culture, management or operations, and with whom
you have not had a working relationship, will put at risk all that we and our
employees have built over the past 30 years. Also, I believe the appointment
of an outside CEO will be of great concern to many of our employees and
shareholders and you risk losing their support.
In my opinion, a much better choice is to promote from within. Specifically,
I recommend Greg Melsen as your new CEO. I would be pleased to assist Greg
in any way I could.
Since I do not agree with your decision to hire someone from the outside as
CEO, I will not participate in the recruiting process and I cannot endorse or
support your position with either our employees or shareholders.
Accordingly, I will resign and retire. Consider this email my 30 day notice.
My last day of work shall be November 30, 2012.
Yours very truly,
T.E. Oland
EMAIL DATED NOVEMBER 1, 2012:
Techne Board and Melodie Rose:
In my email of October 31, 2012, I had not addressed my Techne Director
status. Please accept my resignation from the Techne Board effective
immediately.
Thank you,
T.E. Oland
EX-99.1
3
releaseolandretirement.txt
PRESS RELEASE DATED NOVEMBER 5, 2012
TECHNE CORPORATION ANNOUNCES RETIREMENT OF THOMAS OLAND;
CFO GREGORY MELSEN TO ASSUME CEO DUTIES ON AN INTERIM BASIS
Minneapolis, Minnesota - November 5, 2012 - Techne Corporation
(NASDAQ:TECH) today announced that Thomas E. Oland has decided to resign
and retire from his positions as Techne's Chief Executive Officer and
President, effective the close of business on November 30, 2012, as well
as a member of the Board of Directors, effective November 1, 2012. The
Techne Board of Directors has initiated a search for a successor chief
executive officer with the assistance of a nationally-recognized executive
search firm.
The Company has also announced that, effective the close of business on
November 30, 2012, Gregory J. Melsen, the Company's Vice President of
Finance and Chief Financial Officer, will also assume the duties of Chief
Executive Officer on an interim basis. Mr. Melsen has held the positions
of the Company's Vice President of Finance and Chief Financial Officer for
the last eight years, and prior to that time held various executive
management positions at several publicly traded companies and was employed
by a public accounting firm for 19 years, including nine years as an audit
partner.
Further, the Company's Board of Directors has appointed Robert Baumgartner
Chairman of the Board, effective November 2, 2012. Mr. Baumgartner has
been a member of the Company's Board of Directors since 2003 and has served
as Chair of the Audit Committee and a member of the Compensation and
Nominating and Governance Committees.
"On behalf of the Techne Board of Directors, I would like to express our
sincere gratitude and admiration for the leadership Tom Oland has provided
to Techne over the past 27 years. Tom's dedication and commitment have put
Techne in position to continue on its path of innovation and growth. We
wish him the very best," said Mr. Baumgartner.
Mr. Baumgartner added, "We are fortunate to have someone with Greg Melsen's
skills and experience to assume the chief executive officer duties on an
interim basis. Greg has been an integral member of Techne's management
team for many years and will be invaluable in facilitating our management
transition."
* * * * * * * * * * * * * *
About Techne Corporation
Techne Corporation has two operating subsidiaries: Research and Diagnostic
Systems, Inc. (R&D Systems) of Minneapolis, Minnesota and R&D Systems
Europe, Ltd. (R&D Europe) of Abingdon, England. R&D Systems is a specialty
manufacturer of biological products. R&D Systems has three operating
subsidiaries, BiosPacific, Inc. (BiosPacific), located in Emeryville,
California, Boston Biochem, Inc., located in Cambridge, Massachusetts and
R&D Systems China Co. Ltd., (R&D China), located in Shanghai, China.
BiosPacific is a worldwide supplier of biologics to manufacturers of in
vitro diagnostic systems and immunodiagnostic kits. Boston Biochem is a
leading developer of ubiquitin-related research products. R&D China and R&D
Europe distribute biotechnology products. R&D Europe has two subsidiaries,
Tocris Holding, Ltd (Tocris) of Bristol, England and R&D Systems GmbH, a
German sales operation. Tocris is a leading supplier of reagents for non-
clinical life science research.
Cautionary Statements
Certain statements found in this release may constitute forward-looking
statements as defined in the U.S. Private Securities Litigation Reform Act
of 1995. Forward-looking statements reflect the speaker's current views
with respect to future events and include any statement that does not
directly relate to a current or historical fact. Forward-looking statements
cannot be guaranteed and actual results may vary materially due to the
uncertainties and risks, known and unknown, associated with such
statements. Examples of risks and uncertainties for Techne Corporation
include, but are not limited to: (i) our future growth and financial
performance; (ii) our ability to successfully execute our chief executive
officer search and management transition; and (iii) those factors described
from time to time in our reports to the Securities and Exchange Commission
(including our Annual Report on Form 10-K). Investors should not consider
any list of such factors to be an exhaustive statement of all of the risks,
uncertainties or potentially inaccurate assumptions investors should take
into account when making investment decisions. Shareholders and other
readers should not place undue reliance on "forward-looking statements," as
such statements speak only as of the date of this release. We do not intend
to update publicly or revise any forward-looking statements.
Contact: Greg Melsen, Chief Financial Officer
(612) 379-8854