================================================================================ 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): February 23, 2005 ARADIGM CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) California 0-28402 94-3133088 ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3929 Point Eden Way Hayward, CA 94545 ----------------------------------------------------------- (Address of principal executive offices including zip code) Registrant's telephone number, including area code (510) 265-9000 -------------------------------------------------------------- (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): [ ] 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 PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. On February 23, 2005, Aradigm Corporation (the "Company") announced via press release the appointment of the Company's Chief Executive Officer, V. Bryan Lawlis, Ph.D. to its Board of Directors.. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (C) EXHIBITS. 99.1 Press Release, dated February 23, 2005. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ARADIGM CORPORATION Dated: February 23, 2005 By: /s/ THOMAS C. CHESTERMAN ---------------------------- Thomas C. Chesterman Title: Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) INDEX TO EXHIBITS Exhibit Number Description - -------------- -------------------------------------- 99.1 Press Release, dated February 23, 2005