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): July 16, 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
Not Applicable
(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 July 16, 2014, the board of directors (the “Board”) of bluebird bio, Inc. (the “Company”), upon the recommendation of the Company’s corporate governance and nominating committee, appointed Mr. Mark Vachon to the Board and its Audit Committee. In connection with his appointment, on July 16, 2014, the Company granted Mr. Vachon a stock option to purchase 20,000 shares of common stock with an exercise price of $30.47, the closing price of the Company’s common stock on the Nasdaq Global Select Market on July 16, 2014.
Mr. Vachon 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 Mr. Vachon and any other persons pursuant to which he was selected as a director.
| Item 7.01 | Regulation FD Disclosure |
On July 16, 2014, the Company issued a press release announcing Mr. Vachon’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 No. |
Description | |
| 99.1 | Press release issued by bluebird bio, Inc. on July 16, 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: July 16, 2014 | bluebird bio, Inc. | |||||||
| By: | /s/ Jason F. Cole | |||||||
| Jason F. Cole Senior Vice President and General Counsel | ||||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press release issued by bluebird bio, Inc. on July 16, 2014, furnished herewith. | |
Exhibit 99.1
|
NEWS RELEASE |
bluebird bio Appoints Mark Vachon to its Board of Directors
CAMBRIDGE, Mass., July 16, 2014 — bluebird bio, a clinical-stage biotechnology company focused on transforming the lives of patients with severe genetic and orphan diseases using gene therapy, today announced that Mark Vachon has joined the company’s board of directors.
“We are delighted to welcome Mr. Vachon to our board,” said Nick Leschly, chief bluebird. “Mark’s extensive global experience across healthcare in both general management and financial leadership positions will be invaluable to bluebird as we look to grow our business and potentially introduce innovative gene therapies to treat blood disorders, adrenoleukodystrophy and cancers.”
Over his career, Mr. Vachon has assumed a variety of leadership positions across the General Electric (NYSE: GE) organization over 30 years and was a Company Officer since 1999 and a member of the Corporate Executive Council. Mr. Vachon was President and CEO of GE Healthcare Americas from 2009 to 2010 and prior to that he was President and CEO of Global Diagnostic Imaging, GE Healthcare between 2006 and 2009. Between 2003 and 2006, Mr. Vachon was Executive Vice President and CFO at GE Healthcare.
“I am pleased and excited to be joining bluebird bio’s Board,” said Mark Vachon. “In my career to date, I have seen the dramatic changes in healthcare and the introduction of new and innovative approaches that have transformed the lives of patients. I hope to help bluebird as it grows and as it starts to consider the global deployment of its gene therapy product platform.”
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, the Starbeam 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 two phase 1/2 studies, one in the US (the Northstar Study) and one in France (HGB-205), for the treatment of beta-thalassemia major. The phase 1/2 HGB-205 study also allows enrollment of patient(s) with sickle cell disease, and bluebird bio is planning a separate U.S. sickle cell disease trial (HGB-206).
bluebird bio also has an early-stage chimeric antigen receptor-modified T cell (CAR-T) program for oncology in collaboration with Celgene Corporation.
bluebird bio has operations in Cambridge, Massachusetts, Seattle, Washington 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, and anticipated milestones related to the Company’s product candidates, clinical studies and gene therapy product platform. Any forward-looking statements 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 annual report on Form 10-K, 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.
Availability of other information about bluebird bio
Investors and others should note that we communicate with our investors and the public using our company website (www.bluebirdbio.com), our investor relations website (http://www.bluebirdbio.com/investor-splash.html), including but not limited to investor presentations and FAQs, Securities and Exchange Commission filings, press releases, public conference calls and webcasts. You can also connect with us on Twitter @bluebirdbio, LinkedIn or our YouTube channel. The information that we post on these channels and websites could be deemed to be material information. As a result, we encourage investors, the media, and others interested in bluebird bio to review the information that we post on these channels, including our investor relations website, on a regular basis. This list of channels may be updated from time to time on our investor relations website and may include other social media channels than the ones described above. The contents of our website or these channels, or any other website that may be accessed from our website or these channels, shall not be deemed incorporated by reference in any filing under the Securities Act of 1933.
Investor Relations:
Richard E. T. Smith, Ph.D.
bluebird bio, Inc
(339) 499-9382
Media Contact:
Dan Budwick
Pure Communications, Inc.
(973) 271-6085