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): March 26, 2010
Orchid Cellmark Inc.
(Exact name of the registrant as specified in its charter)
Delaware | 000-30267 | 22-3392819 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
4390 US Route One, Princeton, NJ 08540
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (609) 750-2200
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):
¨ | 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 March 26, 2010, the Board of Directors of Orchid Cellmark Inc. (the “Company”) elected Bruce D. Dalziel to the Board of Directors as a Class II director effective April 1, 2010. As a Class II director, Mr. Dalziel will serve a term expiring in 2011.
Mr. Dalziel currently serves as chief financial officer at Medidata Solutions where he leads all aspects of finance, including control, financial reporting, tax, treasury, M&A, and internal audit, as well as legal, risk management, and investor relations. He was also chief financial officer for BISYS Inc., an outsourcing provider to the financial services industry, and DoubleClick, a global internet advertising solutions company. Earlier in his career, Mr. Dalziel held an array of finance positions with Prudential Life Insurance, rising to corporate vice president, financial planning and analysis. A 1992 graduate of Columbia University’s Executive MBA Program, he earned bachelor degrees from both Georgia Tech and Ursinus College of Pennsylvania
Mr. Dalziel will be compensated in accordance with the Company’s standard compensation policies and practices for its Board of Directors as follows: an annual retainer of $12,500 and $3,000 for each Board meeting attended or $500 per hour for telephonic Board meetings; and an initial grant of $100,000 of non-qualified stock options upon joining the Board (the number of options being determined based upon the 30-day trailing average stock price) and an annual grant of $75,000 of non-qualified stock options. For a more detailed discussion of the Company’s compensation policies for directors, please see the Company’s proxy statement dated September 8, 2009.
There is no family relationship, arrangement or understanding between Mr. Dalziel and any other person pursuant to which he was selected as a director of the Company.
A copy of the press release announcing the election of Mr. Dalziel is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
99.1 | Press Release dated March 31, 2010 |
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.
Orchid Cellmark Inc. | ||||
Date: March 31, 2010 | By: | /s/ William J. Thomas | ||
Name: | William J. Thomas | |||
Title: | Vice President and General Counsel |
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Press Release dated March 31, 2010 |