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 12, 2015
Tandem Diabetes Care, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-36189 |
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20-4327508 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer |
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11045 Roselle Street, San Diego, CA |
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92121 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (858) 366-6900
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 simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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.
Retirement of Chairman of the Board
On November 12, 2015, Lonnie M. Smith notified Tandem Diabetes Care, Inc. (the “Company”) of his retirement as a director and as the Chairman of the Board, each effective on December 31, 2015. Mr. Smith has served as a director and as the Chairman of the Board since January 2013. Mr. Smith’s decision to resign did not involve any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Appointment of Chairman of the Board
On November 12, 2015, Dick P. Allen was appointed as the Chairman of the Board, effective January 1, 2016. Mr. Allen has served as a director since July 2007. Information relating to Mr. Allen, including biographical information and committee membership, is set forth in the definitive proxy statement on Schedule 14A relating to the Company’s 2015 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission on April 9, 2015. Mr. Allen will be compensated for serving as Chairman of the Board in a manner consistent with the Company’s existing director compensation program.
Issuance of Press Release
On November 17, 2015, the Company issued a press release announcing the aforementioned changes to the board of directors. The press release is attached hereto as Exhibit 99.1 and is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
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99.1 |
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Press release of Tandem Diabetes Care, Inc. dated November 17, 2015 announcing changes to the board of directors. |
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.
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Tandem Diabetes Care, Inc. |
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Date: November 17, 2015 |
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/s/ David B. Berger |
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David B. Berger |
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General Counsel and Secretary |
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Number |
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Description |
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99.1 |
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Press release of Tandem Diabetes Care, Inc. dated November 17, 2015 announcing changes to the board of directors. |
Exhibit 99.1
Media Contact:
Steve Sabicer
714-907-6264
ssabicer@thesabicergroup.com
Investor Contact:
Susan Morrison
858-366-6900 x7005
smorrison@tandemdiabetes.com
FOR IMMEDIATE RELEASE
Tandem Diabetes Care Announces Retirement of Board Chairman Lonnie Smith;
Dick Allen Appointed as Successor Chairman
San Diego, November 17, 2015 – Tandem Diabetes Care®, Inc. (NASDAQ: TNDM), a medical device company and manufacturer of the t:slim®, t:slim G4™ and t:flex® Insulin Pumps, today announced that Chairman of the Board Lonnie Smith is retiring from the Company's board of directors effective December 31, 2015. Director Dick Allen has been elected to succeed him as Chairman.
“I am pleased with Tandem’s achievements during my past three years as Chairman, transitioning from a privately held organization launching its first product, to a publicly traded company with a portfolio of insulin pump offerings,” said Smith. “I look forward to seeing Tandem's continued progress under Dick's guidance and passion for the diabetes community.”
“On behalf of the Board and Tandem’s management team, I want to thank Lonnie for his leadership and contributions to the Company. I’m honored to succeed him as Chairman," said Allen. "I look forward to helping the Company deliver value to our shareholders, by improving the lives of people with diabetes through innovative product development and providing industry-leading customer support."
“I want to express my gratitude and appreciation to Lonnie for his significant contributions to the Company,” said Kim Blickenstaff, president and CEO of Tandem Diabetes Care. “Dick is a natural successor as chairman, and his passion and personal commitment to the diabetes community are incredible assets in leading our board of directors.”
Dick Allen has served on Tandem’s board of directors since July 2007, and previously served as the Company’s Chairman from August 2007 to January 2013. Allen is also engaged directly in the diabetes community through his personal involvement with JDRF and the Mary & Dick Allen Diabetes Center at Hoag Hospital. Allen is the immediate past chairman of the international
board of directors of JDRF, and served as a member of the JDRF Board of Directors from July 2008 to June 2014. Allen has more than 45 years of experience in the health care industry and was previously the President of DIMA Ventures, Inc., a private investment firm providing seed capital and board-level support for start-up companies in the healthcare field. He was a co-founder and Vice President of Caremark, Inc., a home infusion therapy company that was later acquired by Baxter International. He was also a co-founder and director of Pyxis Corporation that was later acquired by Cardinal Health, Inc. Allen received a B.S. (cum laude) from Yale University and an M.B.A. from Stanford University Graduate School of Business where he served on the faculty as a Lecturer in Strategic Management for thirteen years.
About Tandem Diabetes Care, Inc.
Tandem Diabetes Care, Inc. (www.tandemdiabetes.com) is a medical device company with an innovative, user-centric and integrated approach to the design, development and commercialization of products for people with diabetes who use insulin. The Company manufactures and sells the t:slim® Insulin Pump, the slimmest and smallest durable insulin pump currently on the market, the t:flex® Insulin Pump, the first pump designed for people with greater insulin requirements, and the t:slim G4™ Insulin Pump, the first CGM-enabled pump with touch-screen simplicity. Tandem is based in San Diego, California.
Follow Tandem Diabetes Care on Twitter @tandemdiabetes, use #tslim, #tflex, #tslimG4, #tconnect, #tsimulator and $TNDM.
Follow Tandem Diabetes Care on Facebook at www.facebook.com/TandemDiabetes.
Follow Tandem Diabetes Care on LinkedIn at https://www.linkedin.com/company/TandemDiabetes.
t:slim, t:flex and Tandem Diabetes Care are registered trademarks, and t:slim G4 is a trademark of Tandem Diabetes Care, Inc.
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