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): December 17, 2004
TECHNE CORPORATION
(Exact Name of Registrant as Specified in Charter)
Minnesota 0-17272 41-1427402
(State or Other Jurisdiction (Commission I.R.S. Employer
of Incorporation) File Number) Identification No.)
614 Mckinley Place NE
Minneapolis, MN 55413
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (612) 379-8854
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 obligations 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 1.01 Entry into a Material Definitive Agreement
Techne Corporation (the "Company") entered into an Employment Agreement
effective December 17, 2004, with Gregory J. Melsen for Mr. Melsen to serve as
the Company's Vice President of Finance and Chief Financial Officer. Under the
Agreement, Mr. Melsen will receive a base salary at the annualized rate of
$220,000 and is entitled to receive an annual bonus of up to 40% of his
annual salary, based on achievement of specific revenue, profit and
non-monetary goals. Mr. Melsen's Employment Agreement with the Company is
filed as an exhibit to this Report.
Mr. Melsen also received an incentive stock option grant and a non-qualified
stock option grant to purchase 7,587 and 17,413 shares, respectively, of the
Company's common stock at $39.53 per share. The option agreements have ten
year terms and vest as follows:
Incentive Non-qualified
--------- -------------
December 17, 2005 2,529 5,471
December 17, 2006 2,529 5,471
December 17, 2007 2,529 6,471
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
Effective December 17, 2004, the Company has appointed Gregory J. Melsen as it
Vice President of Finance and Chief Financial Officer. Mr. Melsen replaces Mr.
Thomas E. Oland as Chief Financial Officer. Mr. Oland continues as Chief
Executive Officer and President of the Company and as Chairman of the Board of
Directors.
Mr. Melsen was most recently employed by PLATO Learning, Inc., a publicly held
provider of computer-based and e-learning educational software, where he held
the position of Vice President of Finance and Chief Financial Officer since
2002. From 1999 to 2001 he held the position of Vice President of Finance,
Treasurer and Chief Financial Officer of American Medical Systems Holdings,
Inc., a publicly traded medical device manufacturer. Mr. Melsen has also held
financial positions with AVECOR Cardiovascular, Inc. and PACE Incorporated.
Mr. Melsen's 30-year tenure in accounting and finance included 19 years with
Deloitte and Touche, including nine years as an audit partner. Mr. Melsen
served as audit partner on the Techne Corporation engagement. Mr. Melsen is
a Certified Public Accountant and is 52 years old. The terms of Mr. Melsen's
employment are set forth above under Item 1.01.
Item 9.01 Financial Statements and Exhibits
a. Not applicable.
b. Not applicable
c. Exhibits
10.1 Employement Agreement by and between Techne Corporation and
Gregory J. Melsen, effective December 17, 2004.
SIGNATURE
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.
Dated: December 20, 2004 TECHNE CORPORATION
By: /s/ Thomas E. Oland
---------------------------
Name: Thomas E. Oland
Title: President and Chief
Executive Officer