CEPHEID Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2016-11-07: Form 8-K; Period of report 2016-11-04; Description 2.01 Completion of Acquisition or Disposition of Assets; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; Details 2.01.
- 2016-10-28: Form 8-K; Period of report 2016-10-25; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2016-10-24: Form 8-K; Period of report 2016-10-24; Description 8.01 Other Events; Details 8.01.
- 2016-09-06: Form 8-K; Period of report 2016-09-01; Description 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2016-11-07 | 8-K | 2016-11-04 | 2.01 Completion of Acquisition or Disposition of Assets; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 2.01 The information set forth in the Introductory Note and Item 5.01 of this Current Report on Form 8-K is incorporated by reference herein. 2.04 On November 4, 2016, in connection with the Merger, Cepheid entered into a First Supplemental Indenture (the “First Supplemental Indenture”) with Wells Fargo Bank, National Association, as trustee (“Wells Fargo”). 3.01 In connection with the consummation of the Merger, on November 4, 2016, Cepheid notified The NASDAQ Stock Market (“NASDAQ”) that each share of Common Stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive the Merger Consideration and requested that NASDAQ file with the SEC an application on Form 25 to delist the Common Stock. 3.03 The information set forth in the Introductory Note and Items 1.01, 2.04, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference herein. 5.01 On November 4, 2016, pursuant to the Merger Agreement, an agreement of merger was duly filed with the Secretary of State of the State of California, at which time Merger Sub merged with and into Cepheid with Cepheid as the surviving corporation. 5.02 Pursuant to the terms of the Merger Agreement, at the Effective Time, the directors of Merger Sub immediately prior to the Effective Time became the directors of Cepheid immediately following the Effective Time. 5.03 In connection with the consummation of the Merger, pursuant to the terms of the Merger Agreement, at the Effective Time, each of the articles of incorporation of Cepheid and the bylaws of Cepheid was amended and restated in its entirety. 5.07 At the special meeting of shareholders held on November 4, 2016, the shareholders of Cepheid voted on the proposals set forth below. | d280766d8k.htm |
| 2016-10-28 | 8-K | 2016-10-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 25, 2016, John Bishop, Chief Executive Officer of Cepheid, announced that, in connection with the closing of Cepheid’s previously announced merger with Danaher Corporation (the “Merger”), he will retire from his position as Chief Executive Officer of Cepheid, effective as of, and contingent upon, the closing of the Merger. | d260184d8k.htm |
| 2016-10-24 | 8-K | 2016-10-24 | 8.01 Other Events | 8.01 As previously disclosed, on September 2, 2016, Cepheid, a California corporation (“Cepheid”), Danaher Corporation, a Delaware corporation (“Parent”), and Copper Merger Sub, Inc., a California corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (“Merger Agreement”). | d273564d8k.htm |
| 2016-09-06 | 8-K | 2016-09-01 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.03 On September 1, 2016, the Board of Directors of Cepheid approved amending and restating Cepheid’s Amended and Restated Bylaws (the “Restated Bylaws”), which amendment and restatement became effective immediately. 8.01 On September 6, 2016, Cepheid issued a press release announcing the execution of the Merger Agreement. | d249669d8k.htm |
| 2016-08-01 | 8-K | 2016-07-26 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 The information set forth below under Item 5.02(e) regarding the Employment Agreement (as defined below) and the PRSU Program (as defined below) is hereby incorporated by reference into this Item 1.01. 5.02 On July 26, 2016, the Compensation Committee of the Board of Directors of Cepheid (the “Committee”) approved, and on July 27, 2016 Cepheid and its Chief Executive Officer, John Bishop, entered into, a new Employment Agreement (the “Employment Agreement”) that became effective upon execution, which Employment Agreement is filed with this Current Report on Form 8-K as Exhibit 10.01. | d200161d8k.htm |
| 2016-07-28 | 8-K | 2016-07-28 | 2.02 Results of Operations and Financial Condition | 2.02 The information in this report and the exhibit attached hereto are being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing. | d224747d8k.htm |
| 2016-04-28 | 8-K | 2016-04-28 | 2.02 Results of Operations and Financial Condition | 2.02 The information in this report and the exhibit attached hereto are being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing. | d187310d8k.htm |
| 2016-04-27 | 8-K | 2016-04-26 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 (a) Cepheid held its Annual Meeting of Shareholders on April 26, 2016 (the “Annual Meeting”). | d188260d8k.htm |
| 2016-02-10 | 8-K | 2016-02-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 9, 2016, Cepheid promoted Warren C. Kocmond, Jr., 56, previously Executive Vice President and Chief Operating Officer, to President and Chief Operating Officer, effective immediately. | d134181d8k.htm |
| 2016-02-02 | 8-K | 2016-02-02 | 2.02 Results of Operations and Financial Condition | 2.02 The information in this report and the exhibit attached hereto are being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing. | d125141d8k.htm |
| 2016-01-11 | 8-K | 2016-01-11 | 2.02 Results of Operations and Financial Condition | 2.02 The information in this report and the exhibit attached hereto are being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing. | d101549d8k.htm |