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): October 31, 2012
TECHNE CORPORATION
(Exact Name of Registrant as Specified in Charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
0-17272 41-1427402
(Commission File Number) (I.R.S. Employer
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 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On October 31, 2012, Thomas E. Oland informed Techne Corporation (the
"Company") of his decision to resign and retire from the positions of Chief
Executive Officer and President of the Company, effective the close of
business on November 30, 2012, as well as a member of its Board of Directors,
effective November 1, 2012. In his correspondence, Mr. Oland indicated that
he disagreed with the Board's decision to include external candidates in a
search for a potential successor chief executive officer as part of the
Company's succession planning activities. A copy of Mr. Oland's
correspondence is attached hereto as Exhibit 17.1 to this Current Report
on Form 8-K and is incorporated by reference herein. The Company has
provided Mr. Oland with a copy of this Current Report and he has informed
the Company that he does not object to the disclosure in this Item 5.02.
On November 2, 2012, the Company's Board of Directors appointed Gregory J.
Melsen, the Company's Vice President of Finance and Chief Financial Officer, to
also assume the duties of Chief Executive Officer on an interim basis. Such
appointment will be effective the close of business on November 30, 2012. Mr.
Melsen, age 60, has served as the Company's Vice President of Finance and Chief
Financial Officer since December 2004. In October 2010, he also assumed the
role of Treasurer. Prior to 2004, he held various vice president and chief
financial officer positions at several publicly traded companies and was
employed by a public accounting firm for 19 years, including nine years as
an audit partner. No decisions have been made at this time with respect to
Mr. Melsen's compensation arrangements as a result of this appointment.
Item 8.01 Other Events
On November 2, 2012, the Company's Board of Directors appointed Robert
Baumgartner Chairman of the Board, effective as of the date of appointment.
On November 5, 2012, the Company issued a press release regarding the events
described herein. A copy of the press release is attached hereto as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated by reference
herein.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements: None
(b) Pro forma financial information: None
(c) Shell Company Transactions: None
(d) Exhibits:
17.1 Correspondence dated October 31, 2012 and November 1,
2012
99.1 Press Release, dated November 5, 2012
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: November 5, 2012
TECHNE CORPORATION
/s/ Gregory J. Melsen
----------------------
Gregory J. Melsen
Chief Financial Officer
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
TECHNE CORPORATION
EXHIBIT INDEX TO FORM 8-K
Date of Report: Commission File No.:
October 31, 2012 0-17272
Exhibit No. ITEM
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17.1 Correspondence dated October 31, 2012 and November 1, 2012
99.1 Press Release, dated November 5, 2012