UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 13, 2007 (April 9, 2007)
Gene Logic Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-23317 06-1411336
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
50 West Watkins Mill Road, Gaithersburg, Maryland 20878
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (301) 987-1700
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
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Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On April 9, 2007 the Board of Directors (the "Board"), acting upon the
recommendation of the Corporate Governance and Nominating Committee, elected
Mark J. Gabrielson and David L. Urdal, Ph.D., as directors to serve until the
next annual meeting of shareholders and until such directors' successors shall
have been elected and qualified. At this time, neither Mr. Gabrielson nor Dr.
Urdal have been named to any Board committees.
Mark J. Gabrielson is a co-founder, director, and Chief Executive Officer of
Pulmatrix Inc., a Cambridge, Massachusetts developer of proprietary aerosol
inhalants designed to control respiratory infectious disease. Mr. Gabrielson has
twenty-eight years of experience in pharmaceuticals and biopharmaceutical
company formation and development. Following graduation from Princeton
University, he held a sequence of commercial assignments over a twelve year
period at SmithKline Beecham. During the period 1990-1999, Mr. Gabrielson was a
General Partner of Prince Ventures LP, a private venture capital firm
specializing in healthcare investing. Subsequently, Mr. Gabrielson co-founded
and developed a series of emerging companies, including Pulmatrix.
David L. Urdal, Ph.D. is currently Senior Vice President and Chief Scientific
Officer of Dendreon Corporation, a Seattle-based biotechnology company focused
on the discovery, development and commercialization of novel therapeutics that
harness the immune system to fight cancer. Dr. Urdal has served as Dendreon's
Chief Scientific Officer since joining the company in 1995. Prior to that time,
he held various positions with Immunex Corporation, including President of
Immunex Manufacturing Corporation, Vice President and Director of Development,
and head of the departments of biochemistry and membrane biochemistry. Dr. Urdal
received an M.S. in Public Health and a Ph.D. in Biochemical Oncology from the
University of Washington.
Upon election to the Board, both Mr. Gabrielson and Dr. Urdal each received a
grant of options to purchase 30,000 shares of the Company's common stock at a
price of $2.29 per share pursuant to the Company's 1997 Non-Employee Director
Stock Option Plan. The options become exercisable in four equal annual
installments on the anniversary of the date of grant, beginning on April 9,
2008. As non-employee directors, Dr. Urdal and Mr. Gabrielson will each also
receive compensation consisting of an annual retainer of $25,000 payable in
quarterly installments and a fee of $1,500 per Board meeting attended, whether
in person or by telephone. They are also eligible for reimbursement for their
expenses incurred in connection with Board meeting attendance.
A copy of the Company's press release announcing the election of Mr. Gabrielson
and Dr. Urdal to the Board is attached hereto as Exhibit 99.1 and incorporated
by reference herein.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description
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99.1 Gene Logic Inc. press release, dated April 11, 2007.
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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.
GENE LOGIC INC.
Date: April 13, 2007 By: /s/ Philip L. Rohrer Jr.
------------------------
Philip L. Rohrer Jr.
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
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99.1 Gene Logic Inc. press release, dated April 11, 2007.