SEC Filing | Harvard Bioscience, Inc.

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Form 8-K Filing

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) October 29, 2013

HARVARD BIOSCIENCE, INC.
(Exact name of registrant as specified in its charter)

Delaware	001-33957	04-3306140
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

84 October Hill Road, Holliston, MA	01746
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (508) 893-8999

________________________________________________________________________________
(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 1.02. Termination of a Material Definitive Agreement.

The disclosure set forth under Item 5.02 regarding the departure of Susan M. Luscinski, the Chief Operating Officer of the Company, is incorporated by reference into this Item 1.02.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Director and Appointment of President

On November 4, 2013, Harvard Bioscience, Inc. (the "Company") issued a press release announcing that the Board of Directors of the Company (the "Board") elected Jeffrey A. Duchemin, the Corporation's Chief Executive Officer, to the Board pursuant to the terms of the Employment Agreement entered into by and between the Company and Mr. Duchemin dated August 26, 2013, which filled a vacancy on the Board. Such Employment Agreement is described in, and filed with, the Current Report on Form 8-K filed by the Company with the SEC on August 29, 2013, the contents of which are incorporated herein by reference. Such election was effective as of October 29, 2013. The Board also appointed Mr. Duchemin as President of the Company. The press release is included herewith as Exhibit 99.1 and incorporated herein by reference.

Departure of Chief Operating Officer

The Company also announced that the position of Chief Operating Officer is being eliminated as of November 30, 2013. Mr. Duchemin will assume the responsibilities of that position. In connection with the elimination of such position, the amended and restated employment agreement entered into by and between the Company and Susan M. Luscinski is being terminated effective as of November 30, 2013. Effective as of the date of such termination, Ms. Luscinski has resigned from her position as an officer of the Company and its subsidiaries. In connection with the termination, subject to certain conditions, including signing general release of claims form, Ms. Luscinski will be entitled to certain severance of approximately $318,000 and other customary related benefits.

For a description of this terminated agreement, please see the summary set forth in the Company's definitive Proxy Statement filed with the SEC on April 12, 2013 pursuant to Regulation 14A, in connection with the Annual Meeting of Stockholders held on May 23, 2013, which such summary is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Title

99.1		Press release of Harvard Bioscience, Inc. issued on November 4, 2013.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		HARVARD BIOSCIENCE, INC. (Registrant)
November 4, 2013 (Date)		/s/ ROBERT E. GAGNON Robert E. Gagnon Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number		Title

99.1		Press release of Harvard Bioscience, Inc. issued on November 4, 2013.

Jeffrey A. Duchemin Appointed to Additional Roles of President and Director of Harvard Bioscience

EXHIBIT 99.1

Jeffrey A. Duchemin Appointed to Additional Roles of President and Director of Harvard Bioscience

Duchemin Will Continue to Serve as CEO

HOLLISTON, Mass., Nov. 4, 2013 (GLOBE NEWSWIRE) -- Harvard Bioscience, Inc. (Nasdaq:HBIO), a global developer, manufacturer, and marketer of a broad range of tools to advance life science research and regenerative medicine, announced that its Chief Executive Officer, Jeffrey A. Duchemin, has been appointed by the Board of Directors to the additional positions of President and Director, effective immediately. He replaces David Green, who has become President at Harvard Apparatus Regenerative Technology, Inc. (HART), which was spun off from HBIO on November 1, 2013. Mr. Green will remain on the Board of Directors of Harvard Bioscience.

David Green commented, "Guiding Harvard Bioscience successfully into its future requires a leader with profound understanding of the life sciences industry, a specific grasp of its customer base, and the know-how to expand the Company's growth internationally. In the few months since he took the helm of HBIO as Chief Executive Officer, Jeff has proven himself eminently qualified for this position, and I look forward to watching him continue to grow the Company."

Jeffrey A. Duchemin stated, "As President and Chief Executive Officer of Harvard Bioscience, I intend to implement a comprehensive set of goals that includes overseeing the organic growth of the Company, embarking on a program of geographic expansion and managing strategic growth via acquisitions. I have already begun to assemble a key team of managers to assist me in this goal, and I look forward to sharing key milestones with shareholders as we move ahead. I would also like to thank David Green for his years of dedication to Harvard Bioscience and for contributing to its success."

Prior to joining Harvard Bioscience as Chief Executive Officer in August, Mr. Duchemin spent 16 years with Becton Dickinson (BD) in progressive sales, marketing and executive leadership positions across BD's three business segments: BD Medical Systems, BD Diagnostic Systems and BD Biosciences. In October 2012, BD Biosciences, Discovery Labware was acquired by Corning Life Sciences. Mr. Duchemin was a Global Business Director for Corning Life Sciences until his departure to Harvard Bioscience. He is a transformational leader with demonstrated business results. The depth of his experience spans across a broad range of life science research and medical device products resulting in growth on a global basis. Mr. Duchemin earned an M.B.A. from Southern New Hampshire University and a bachelor of science degree in accounting from the University of Massachusetts Dartmouth.

Separately, Harvard Bioscience announces that the position of Chief Operating Officer is being eliminated as of November 30, 2013. Mr. Duchemin will assume the responsibilities of that position.

About Harvard Bioscience

Harvard Bioscience ("HBIO") is a global developer, manufacturer and marketer of a broad range of specialized products, primarily apparatus and scientific instruments, used to advance life science research and regenerative medicine. Our products are sold to thousands of researchers in over 100 countries primarily through our 850 page catalog (and various other specialty catalogs), our website, through distributors, including GE Healthcare, Thermo Fisher Scientific and VWR, and via our field sales organization. HBIO has sales and manufacturing operations in the United States, the United Kingdom, Germany, Sweden and Spain with additional facilities in France and Canada. For more information, please visit our website at www.harvardbioscience.com.

The Harvard Bioscience, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=6426

Forward-Looking Statements

Some of the statements in this press release are "forward-looking" and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These "forward-looking" statements include statements relating to, among other things, the appointment of Mr. Jeffrey Duchemin as Harvard Bioscience's President. These statements involve risks and uncertainties, including among other things, market conditions that may cause results to differ materially from the statements set forth in this press release. The forward-looking statements in this press release speak only as of the date of this press release. Harvard Bioscience expressly disclaims any obligation or undertaking to release publicly any updates or revisions to such statements to reflect any change in its expectations with regard thereto or any changes in the events, conditions or circumstances on which any such statement is based.

For investor inquiries, please call (508) 893-8066. Press releases may be found on our web site.

CONTACT: Jeffrey A. Duchemin
         President and Chief Executive Officer
         (508) 893-8999

         Investor Relations:
         Dian Griesel Inc.
         Cheryl Schneider
         (212) 825-3210

         Public Relations:
         Dian Griesel Inc.
         Susan Forman or Laura Radocaj
         (212) 825-3210