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): May 13, 2015
   
AFFYMETRIX, INC.
 
(Exact name of registrant as specified in its charter)
 
DELAWARE
 
0-28218
 
77-0319159
(State of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
3420 Central Expressway
 
Santa Clara, California 95051
 
(Address of principal executive offices) (Zip Code)
   
(408) 731-5000
 
Registrant’s telephone number, including area code
  
(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 (see General Instruction A.2. below):
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
o
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 May 13, 2015, the Board of Directors of Affymetrix elected Riccardo Pigliucci to the Board of Directors of the Company and appointed Mr. Pigliucci a member of its Compensation Committee.  Mr. Pigliucci will participate in the Company’s compensation program for non-employee directors, as amended, including an annual retainer of $45,000, and an initial award of options to purchase 30,000 shares of the Company’s common stock, which will vest and become exercisable in equal installments on each of the first three anniversaries of the date of grant, subject to Mr. Pigliucci’s continued service on the Board through each vesting date.
 

Mr. Pigliucci has served as the Managing Partner of Aldwych Associates, LLP, a management and technology consulting partnership since 2006.  Prior to joining Aldwych Associates, LLP and since 2005, he served as an independent consultant.  Mr. Pigliucci was Chairman and Chief Executive Officer of Discovery Partners International, Inc., a supplier of equipment and services to the drug discovery market from 1998 until 2005.  Mr. Pigliucci currently serves as Chairman of the Board of Directors of Medaphor PLC.  The Board of Directors values Mr. Pigliucci’s experience in the life sciences and healthcare equipment industry.

Item 5.07
Submission of Matters to a Vote of Security Holders
 
The annual meeting of the stockholders (the “Meeting”) of Affymetrix, Inc. (“Affymetrix”) was held on May 13, 2015.  68,468,858 shares of Affymetrix common stock were present at the Meeting, representing 88.72% of a total of 77,177,843 shares of common stock outstanding and eligible to vote at such time.
 
 
1.
With respect to the election of the six nominees as directors of Affymetrix:
  
   
For
   
Against
   
Abstain
 
Jami Dover Nachtsheim
    54,376,370       184,786       48,499  
Frank Witney, Ph.D.
    54,484,255       80,680       44,720  
Nelson C. Chan
    54,421,371       139,635       48,649  
Gary S. Guthart, Ph.D.
    54,442,010       139,996       47,649  
Merilee Raines
    54,498,928       62,602       48,125  
Robert H. Trice, Ph.D.
    54,455,599       106,974       47,082  
 
Consequently, all nominees were elected to the Board of Directors by the stockholders of Affymetrix.

 
2.
With respect to the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of Affymetrix for the fiscal year ending December 31, 2015:

 
For
   
Against
   
Abstain
 
    67,923,863       429,457       115,538  

 
3.
With respect to the approval of the Amended and Restated 2000 Equity Incentive Plan:

 
For
   
Against
   
Abstain
 
    51,726,349       2,822,679       60,627  

 
4.
With respect to the advisory vote to approve executive compensation:

 
For
   
Against
   
Abstain
 
    53,398,138       1,110,894       100,623  
 
 
 

 
 
Item 8.01
Other Events

On May 14, 2015, Affymetrix issued a press release announcing that it had acquired certain assets of Eureka Genomics Corporation pursuant to an Asset Purchase Agreement dated May 13, 2015, between the Company and Eureka Genomics Corporation.  A copy of the Company’s press release is attached hereto as Exhibit 99.1.

Item 9.01
Financial Statements and Exhibits.

 
 
(d) 
Exhibits.
 
Exhibit No.
 
Description
99.1
 
Press Release dated May 14, 2015
 
 
 

 
 
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.
   
 
AFFYMETRIX, INC.
 
     
     
 
By:
/s/ Siang H. Chin.
 
   
Name:
Siang H. Chin.
 
   
Title:
Senior Vice President, General Counsel
 
     
and Secretary
 
 
Dated: May 15, 2015
 
 
 

 
 
EXHIBIT INDEX
 
Exhibit No.
 
Description
99.1
 
Press Release dated May 14, 2015
 
 
 

 
 


 
 

 
Press Release

 
Affymetrix acquires assets of Eureka Genomics Corporation to provide high throughput and economical crop and animal genotyping
 
Santa Clara, CA, May 14, 2015 – Affymetrix (NASDAQ: AFFX) announced today that it has acquired substantially all the assets of Hercules, CA-based Eureka Genomics® Corporation for $15 million in an all cash transaction. Eureka Genomics is a developer of cost-effective, low- to mid-plex, high throughput genotyping assays that use common next-generation sequencing (NGS) platforms for signal readout. These assays enable the detection of hundreds to thousands of genetic markers which are increasingly in demand for routine crop and animal agrigenomics testing.
 
Affymetrix will immediately launch the Eureka Genomics’ technologies as Eureka Genotyping Solution and Services for use in a wide range of routine animal and plant testing applications through an early access program.
 
“Our array-based Axiom genotyping platform has achieved great commercial success in agrigenomics markets. An emerging segment of our customers have been asking for a cost-effective solution with focused genetic variant panels for very high volume routine testing in animal and plant applications such as parentage, traceability or trait management,” said Frank Witney, President and Chief Executive Officer of Affymetrix. “This acquisition will extend the continuum of our product offerings enabling us to support more applications for our current customers and to serve new customers.”
 
Eureka Genomics has been collaborating with and providing NGS, genomics, genotyping and bioinformatics services to government agencies, universities, research centers, and agrigenomic companies since 2008. “We are very pleased that Eureka Genomics products and service technologies will become part of the Affymetrix portfolio,” stated Didier Perez, Chief Operating Officer of Eureka Genomics. “By leveraging Affymetrix infrastructure and commercial reach, the advanced technologies Eureka Genomics developed will now be accessed by more customers on a global scale.”
 
Concurrent with the acquisition, Affymetrix entered into a new multi-year partnership agreement to provide the Eureka Genomics technologies to the animal genetics business of Zoetis Inc.
 
Affymetrix will grant Zoetis certain preferred rights to incorporate the Eureka Genomics technologies in its cattle and sheep genomic products. “We are delighted about the opportunity to work closely with a market leader in animal health, helping Zoetis bring
 

 
 

 
 
this leading genotyping technology to their customers globally,” said Laurent Bellon, Ph.D., SVP and General Manager, Genetic Analysis Business Unit – Genotyping, at Affymetrix. “Our newly acquired Eureka Genomics technologies are uniquely suited to high-volume marker-assisted management applications.”
 
PLEASE NOTE: Affymetrix, the Affymetrix logo, Axiom, and Eureka Genomics trademarks are the property of Affymetrix, Inc. All other trademarks are the property of their respective owners.
 
About Affymetrix

Affymetrix technologies enable multiplex and simultaneous analysis of biological systems at the cell, protein, and gene level, facilitating the rapid translation of bench-top research into clinical and routine use for human health and wellness. The Company provides leadership and support, partnering with customers in pharmaceutical, diagnostic, and biotechnology companies, as well as leading academic, government, and non-profit research institutes in their quest to use biology for a better world. More than 2,300 microarray systems have been shipped around the world and more than 94,000 peer-reviewed papers have been published citing Affymetrix technologies. Affymetrix is headquartered in Santa Clara, California, and has manufacturing facilities in Cleveland, Ohio, San Diego, Vienna, and Singapore. The Company has about 1,100 employees worldwide and maintains sales and distribution operations across Europe, Asia, and Latin America. For more information about Affymetrix, please visit www.affymetrix.com.

Forward-looking statements

All statements in this press release that are not historical are "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act as amended, including statements regarding Affymetrix' "expectations," "beliefs," "hopes," "intentions," "strategies," or the like. Such statements are subject to risks and uncertainties that could cause actual results to differ materially for Affymetrix from those projected. These and other risk factors are discussed in Affymetrix' Form 10-K for the year ended December 31, 2014, and other SEC reports for subsequent quarterly periods.


Source: Affymetrix, Inc.

 
Affymetrix Contacts:
 
Media Contact:
Mindy Lee-Olsen
Vice President, Marketing Services
408-731-5523
mindy_lee-olsen@affymetrix.com 

Or
 
Investor Contact:
Doug Farrell
Vice President, Investor Relations
408-731-5285
doug_farrell@affymetrix.com
 

 
 

 

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