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): January 7, 2014
bluebird bio, Inc.
(Exact name of registrant as specified in its charter)
| DELAWARE | 001-35966 | 13-3680878 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 150 Second Street Cambridge, MA |
02141 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (339) 499-9300
840 Memorial Drive, 4th Floor Cambridge, MA
(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 January 7, 2014, Dr. Axel Polack notified bluebird bio, Inc. (the “Company”) of his resignation from the Company’s board of directors (the “Board”), effective immediately. Dr. Polack’s resignation was not caused by any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On January 8, 2014, the Board, upon the recommendation of the Company’s corporate governance and nominating committee, elected James Mandell, M.D. to the Board to fill the newly-created vacancy. In connection with his election, on January 8, 2014, the Company granted Dr. Mandell a stock option to purchase 20,000 shares of common stock with an exercise price of $21.43, the closing price of the Company’s common stock on the Nasdaq Global Market on January 8, 2014.
Dr. Mandell is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Dr. Mandell and any other persons pursuant to which he was selected as a director. Dr. Mandell has not yet been appointed to serve on any committee of the Board. Information concerning the membership of the Board’s committees is publicly available on the Company’s website at http://www.bluebirdbio.com. The Company intends to disclose changes in the membership of committees of the Board by posting this information on its website and/or in its public filings with the Securities and Exchange Commission.
Item 7.01 Regulation FD Disclosure
On January 9, 2014, the Company issued a press release announcing Dr. Mandell’s appointment to the Board. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press release issued by bluebird bio, Inc. on January 9, 2014, furnished herewith. | |
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.
| Date: January 13, 2014 | bluebird bio, Inc. | |||||
| By: | /s/ Linda C. Bain | |||||
| Linda C. Bain | ||||||
| Vice President, Finance and Business Operations, Principal Accounting Officer and Treasurer | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press release issued by bluebird bio, Inc. on January 9, 2014, furnished herewith. | |
Exhibit 99.1
|
NEWS RELEASE |
bluebird bio Appoints Dr James Mandell to its Board of Directors
CAMBRIDGE, Mass., January 9, 2014 — bluebird bio, a clinical-stage biotechnology company focused on transforming the lives of patients with severe genetic and orphan diseases using gene therapy, announced today that James Mandell, M.D. has joined the company’s board of directors. In addition, bluebird bio announced that Axel Polack, Ph.D., general partner at TVM Capital Partners, has stepped down from the board.
“The bluebird team is excited to welcome Dr Mandell to our board. Jim’s clear passion for patients, in particular kids in need, is a perfect fit with the company’s vision and culture. As the CEO of Boston Children’s Hospital, Jim’s experience with the provider, payor and advocacy community will be invaluable to bluebird bio as we advance our gene therapy programs” said Nick Leschly, chief bluebird. “I would also like to give a heartfelt thank you to Axel and the TVM team for their steadfast commitment and guidance of bluebird over the years enabling many of our recent accomplishments.”
Dr. James Mandell became Chief Executive Officer of Boston Children’s Hospital and Children’s Medical Center on October 1, 2000, retiring from the position in October 2013. During his tenure, Dr. Mandell was a member of the Board of Trustees and Professor of Surgery at Harvard Medical School. Prior to joining Children’s, he served as Dean of Albany Medical College and Professor of Surgery and Pediatrics. Dr. Mandell was promoted from Chief of Urology to Dean of Albany Medical College in l996. He also served as Executive Vice President for Health Affairs at Albany Medical Center and Executive Medical Director of Albany Medical Center Hospital. Prior to his tenure at Albany Medical College, he was a member of the medical staff at Children’s Hospital for nine years, advancing to an associate in Surgery with an associate professor appointment at Harvard Medical School. In addition to a medical degree from the University of Florida College of Medicine, Dr. Mandell holds a Master’s in Health Systems Management from Union College, New York.
Dr. Mandell serves on the Board of the Franciscan’s Hospital for Children and as Chair of the Board of the Harvard Risk Management Company.
About bluebird bio, Inc.
bluebird bio is a clinical-stage company committed to developing potentially transformative gene therapies for severe genetic and orphan diseases. bluebird bio has two clinical-stage programs in development. The most advanced product candidate, Lenti-D, is in a recently-initiated phase 2/3 study for the treatment of childhood cerebral adrenoleukodystrophy (CCALD), a rare, hereditary neurological disorder affecting young boys. The next most advanced product candidate, LentiGlobin, is currently in a phase 1/2 study in France for the treatment of beta-thalassemia major and severe sickle cell disease. A second phase 1/2 study with LentiGlobin in the United States has been initiated for the treatment of beta-thalassemia major.
bluebird bio also has an early-stage chimeric antigen receptor-modified T cell (CAR-T) program for oncology in partnership with Celgene Corporation.
bluebird bio has operations in Cambridge, Massachusetts and Paris, France. For more information, please visit www.bluebirdbio.com
Forward-Looking Statements
This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the advancement of the Company’s gene therapy programs. Any forward-looking statements in this press release are based on management’s current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risk of cessation or delay of any of the ongoing or planned clinical studies and/or our development of our product candidates, the risk of a delay in the enrollment of patients in the Company’s clinical studies, the risk that the results of previously conducted studies involving similar product candidates will not be repeated or observed in ongoing or future studies involving current product candidates, the risk that our collaboration with Celgene will not continue or will not be successful, and the risk that any one or more of our product candidates will not be successfully developed and commercialized. For a discussion of other risks and uncertainties, and other important factors, any of which could cause our actual results to differ from those contained in the forward-looking statements, see the section entitled “Risk Factors” in our most recent quarterly report on Form 10-Q, as well as discussions of potential risks, uncertainties, and other important factors in our subsequent filings with the Securities and Exchange Commission. All information in this press release is as of the date of the release, and bluebird bio undertakes no duty to update this information unless required by law.
Investor Relations:
Richard E. T. Smith, Ph.D.
bluebird bio, Inc
(339) 499-9382
Media Contact:
Dan Budwick
Pure Communications, Inc.
(973) 271-6085