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Form 8-K HARVARD BIOSCIENCE INC For: Nov 06

November 10, 2014 8:38 AM EST

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) November 6, 2014


HARVARD BIOSCIENCE, INC.
(Exact name of registrant as specified in its charter)


Delaware

001-33957

04-3306140
(State or other jurisdiction
of incorporation)
(Commission File Number) (IRS Employer Identification No.)



84 October Hill Road, Holliston, MA

01746
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: � (508) 893-8999



________________________________________________________________________________
(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:

� � [ ��] 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 November 6, 2014, the Board of Directors (the "Board") of Harvard Bioscience, Inc. (the "Company") increased the number of directors on the Board from seven to eight and appointed Mr. Bertrand Loy as an additional Class I director of the Company. Mr. Loy is an independent director in accordance with the standards of the Securities and Exchange Commission and NASDAQ and has been appointed to serve as a member of the Governance Committee of the Board. Mr. Loy will serve until the Company's 2016 annual meeting of stockholders and until his successor is duly elected and qualified, or until his resignation or removal.

In connection with Mr. Loy's appointment to the Board, in accordance with the Company's non-employee director compensation policy and its Third Amended and Restated 2000 Stock Option and Incentive Plan, as amended, on November 13, 2014, he will be granted non-qualified stock options, to acquire shares of the Company's common stock, in an amount equal to the greater of (i) options having an aggregate Black-Scholes cash value of $120,000 at the time of grant, rounded to the nearest 100 shares, or (ii) options to acquire 25,000 shares. The options will have a term of ten years and an exercise price equal to the closing price for such common stock at the end of trading on November 13, 2014. The stock options will vest in three equal installments on November 13, 2015, 2016 and 2017.

On November 10, 2014, the Company issued a press release regarding the appointment of Mr. Loy. The full text of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number



Title

99.1

Press release of Harvard Bioscience, Inc. issued on November 10, 2014.


SIGNATURE

����Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HARVARD BIOSCIENCE, INC.
(Registrant)


November 10, 2014
(Date)
/s/ � ROBERT E. GAGNON
Robert E. Gagnon
Chief Financial Officer

INDEX TO EXHIBITS

Exhibit
Number



Description of Exhibit

99.1

Press release of Harvard Bioscience, Inc. issued on November 10, 2014.

EXHIBIT 99.1

Harvard Bioscience Appoints Bertrand Loy to Board of Directors

Technology and Life Science Executive Has More Than 25 Years' Experience

HOLLISTON, Mass., Nov. 10, 2014 (GLOBE NEWSWIRE) -- Harvard Bioscience, Inc. (Nasdaq: HBIO), a global developer, manufacturer and marketer of a broad range of solutions to advance life science, has appointed Bertrand Loy to its Board of Directors, effective immediately.

Mr. Loy is President and CEO of Entegris Inc., a provider of yield-enhancing materials and solutions used in advanced high-tech manufacturing environments. He earlier served as Chief Operating Officer and Chief Administrative Officer of Entegris; under his leadership he helped grow the company's revenue to $1.1 billion. He previously worked as Chief Financial Officer of Mykrolis Corp., the former microelectronics division of Millipore. Prior to this, he was with Millipore initially as the Director of Finance and Manufacturing for Millipore's Laboratory Water Division before moving to the position of Chief Information Officer. He began his career with Sandoz Pharmaceuticals (now Novartis) where he held various positions in strategic planning and finance in Europe, Japan and Latin America. Mr. Loy earned an MBA at ESSEC Business School in France.

Mr. Loy said, "Over the course of 25 years in the life science and technology industries, I have come to appreciate the importance of an informed and streamlined business strategy as the key to future growth. I believe that Harvard Bioscience's management team has demonstrated a long-term commitment to this goal, and I look forward to working with them as they continue to grow the company into an even stronger position as a global leader in life science."

Jeffrey A. Duchemin, President and CEO of Harvard Bioscience, said, "Bertrand Loy possesses a tremendous amount of insight about the business challenges facing a life science company striving to prosper in today's environment. He is a leader with diverse functional leadership experiences, and has been involved in growing technology companies operating in a global marketplace. We look forward to his insights and recommendations as we plan our corporate strategy in the months and years to come."

About Harvard Bioscience

Harvard Bioscience is a global developer, manufacturer and marketer of a broad range of solutions to advance life science. Our products are sold to thousands of researchers in over 100 countries through our global sales organization, catalogs, websites, and through distributors including GE Healthcare, Thermo Fisher Scientific Inc., VWR and other specialized distributors. We have sales and manufacturing operations in the United States, the United Kingdom, Germany, Sweden, Spain, France and Canada. For more information, please visit our website at www.harvardbioscience.com.

Safe Harbor Statement

Some of the statements in this press release are "forward-looking" and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These "forward-looking" statements include statements relating to, among other things, expectations regarding revenues and accretive earnings attributable to the acquisitions, statements or inferences about the Company's or management's beliefs or expectations, the Company's anticipated future revenues and earnings, the strength of the Company's market position and business model, the impact of acquisitions, the outlook for the life sciences industry, the Company's business strategy, the positioning of the Company for growth, the market demand and opportunity for the Company's current products, or products it is developing or intends to develop, and the Company's plans, objectives and intentions that are not historical facts. These statements involve risks and uncertainties, including among other things, unanticipated costs relating to the acquisitions; the Company's failure to integrate the acquired businesses or technologies; the Company's inability to manage its growth; competition from the Company's competitors; technological changes resulting in the Company's products becoming obsolete;�the Company's ability to retain key personnel; failure or inadequacy of the Company's information technology structure; and other factors that may cause the actual results to differ materially from the statements set forth in this press release. The forward-looking statements in this press release speak only as of the date of this press release. Harvard Bioscience expressly disclaims any obligation or undertaking to release publicly any updates or revisions to such statements to reflect any change in its expectations with regard thereto or any changes in the events, conditions or circumstances on which any such statement is based.

The Harvard Bioscience logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=23828

For investor inquiries, please call (508) 893-8066. Press releases may be found on our web site.

CONTACT: Jeffrey A. Duchemin
         CEO and President
         [email protected]
         
         Robert E. Gagnon
         CFO
         [email protected]
         
         Tel: 508 893 8999
         Fax: 508 429 8478
         
         Investor Relations:
         Dian Griesel Int'l.
         
         Cheryl Schneider
         [email protected]
         
         Public Relations:
         Susan Forman or Laura Radocaj
         [email protected]
         [email protected]


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