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 12, 2015
AFFYMETRIX, INC.
(Exact name of registrant as specified in its charter)
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California | | 001-13111 | | 77-0319159 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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3420 Central Expressway
Santa Clara, California 95051
(Address of principal executive offices, with zip code)
(408) 731-5000
(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 (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 2.02 Results of Operations and Financial Condition
On January 12, 2015, Affymetrix, Inc. (the "Company") issued a press release announcing selected preliminary financial results for the fourth quarter and fiscal year ended December 31, 2014. A copy of the Company's press release is attached hereto as Exhibit 99.1.
The information furnished under Item 2.02 of this Current Report on Form 8-K, including the exhibit, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference into Affymetrix' filings with the SEC under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of January 12, 2015, the Board of Directors of Affymetrix, Inc. (the “Company”) elected Merilee Raines to the Board of Directors of the Company. The Board of Directors also appointed Ms. Raines a member of its Audit Committee. Ms. Raines will participate in the Company’s compensation program for non-employee directors, as amended, including an annual retainer of $45,000, an additional annual payment of $15,000 for her service on the Audit Committee 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 Ms. Raines’ continued service on the Board through each vesting date.
Merilee Raines served in many financial positions with IDEXX Laboratories, Inc. from 1985 until her retirement in 2013, most recently as Chief Financial Officer and Executive Vice President. Ms. Raines currently serves on the Board of Directors of Aratana Therapeutics, Inc. and Watts Water Technologies, Inc.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No. | | Description |
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99.1 | | Press Release dated January 12, 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.
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| AFFYMETRIX, INC. |
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| By: | /s/ GAVIN WOOD |
| | Name: | Gavin H. J. Wood |
| | Title: | Executive Vice President and |
| | | Chief Financial Officer |
Dated: January 12, 2015
EXHIBIT INDEX
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Exhibit No. | | Description |
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99.1 | | Press Release dated January 12, 2015 |
EXHIBIT 99.1
Contact:
Doug Farrell
Vice President of Investor Relations
408-731-5285
Affymetrix Announces Preliminary Fourth Quarter 2014 Revenue of Approximately $93 Million and the Appointment of Merilee Raines to the Board of Directors
Santa Clara, Calif.—January 12, 2015 —Affymetrix, Inc., (NASDAQ: AFFX) today announced that based on preliminary, unaudited financial data, the Company expects total revenue for the fourth quarter of 2014 to be approximately $93 million. For fiscal 2014, the Company expects total revenue of approximately $348 million, representing a 9% growth over the prior year, after adjusting for the sale of its Anatrace business with revenues of $4.5 million and a one-time license payment of $5.3 million in 2013.
“Over the last three years we successfully executed on our three phase strategic plan, improving our operating results across the board and returning the company to growth,” said Frank Witney, President and Chief Executive Officer. “We enter the third phase of our plan with a clear focus and strong positions in the growing markets of translational medicine, molecular diagnostics, genotyping and single cell biology.”
Affymetrix will webcast its presentation at the 33rd Annual JP Morgan Healthcare Conference in San Francisco, California on January 13, 2015. The live webcast is scheduled to begin at 7:30 AM Pacific Time.
The Company also announced that Merilee Raines has been appointed to the Company’s Board of Directors effective January 12, 2015. Ms. Raines will serve as a member of the Audit Committee.
Ms. Raines served as Chief Financial Officer of IDEXX Laboratories, Inc. from 2003 until her retirement in 2013. Prior to becoming Chief Financial Officer, she held management positions with IDEXX Laboratories, including Vice President of Finance, Treasurer, Director of Finance, and Controller. IDEXX Laboratories develops, manufactures and distributes diagnostic and information technology products and services for pet and production animal health, water quality and milk safety, and human point-of-care diagnostics. Ms. Raines earned a bachelor's degree in mathematics from Bowdoin College and an MBA from the University of Chicago. Ms. Raines is also a member of the Board of Directors of Watts Water Technologies and Aratana Therapeutics.
"We welcome Merilee to our Board of Directors,” said Frank Witney, President and Chief Executive Officer of Affymetrix. “Merilee’s experience in finance, company operations and as a public company director will enable her to provide great perspective as we continue to grow our business and enhance shareholder value.”
About Affymetrix
Affymetrix technology is used by the world's top pharmaceutical, diagnostic, and biotechnology companies, as well as leading academic, government, and nonprofit research institutes. More than 2,300 systems have been shipped around the world and more than 94,000 peer-reviewed papers have been published using the technology. Affymetrix is headquartered in Santa Clara, California, and has manufacturing facilities in Cleveland, Ohio, San Diego, California, Singapore and Vienna, Austria. 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
Affymetrix has not filed its Form 10-K for fiscal 2014. As a result, all financial results described in this press release should be considered preliminary, and are subject to change to reflect any necessary corrections or adjustments, or changes in accounting estimates, that are identified prior to the time the company is in a position to complete these filings.
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's "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, including, but not limited to: Affymetrix's ability to timely and successfully integrate and realize the anticipated savings from this corporate restructuring; strategic benefits and costs savings or other synergies of the acquisition of eBioscience in a cost-effective manner while minimizing the disruption to its business; risks that eBioscience’s future performance may not be consistent with its historical performance; risks relating to Affymetrix's ability to make scheduled payments of the principal of, to pay interest on or to refinance its indebtedness; risks relating to Affymetrix's ability to successfully develop and commercialize new products, including its ability to successfully develop and commercialize novel molecular solutions based on eBioscience’s portfolio of reagents; risks relating to past and future acquisitions, including the ability of Affymetrix to successfully integrate such acquisitions into its existing business; risks of Affymetrix's ability to achieve and sustain higher levels of revenue, higher gross margins and reduced operating expenses; risks relating to Affymetrix’s ability to generate cash after interest and principal payments; uncertainties relating to technological approaches; risks associated with manufacturing and product development; personnel retention; uncertainties relating to cost and pricing of Affymetrix products; dependence on collaborative partners; uncertainties relating to sole-source suppliers; uncertainties relating to FDA and other regulatory approvals; competition; risks relating to intellectual property of others and the uncertainties of patent protection and litigation. These and other risk factors are discussed in Affymetrix's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, and other SEC reports. Affymetrix expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Affymetrix's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.
PLEASE NOTE:
Affymetrix, the Affymetrix logo, GeneChip, and all other trademarks are the property of Affymetrix, Inc.
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