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Form 8-K

 

 

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): April 9, 2008

 

 

HARVARD BIOSCIENCE, INC.

(Exact name of registrant as specified in charter)

 

 

 

Delaware   000-31923   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)

(508) 893-8999

(Registrant’s telephone number, including area code)

 

 

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 (see General Instruction A.2. below):

 

¨ 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 7.01 Regulation FD Disclosure.

The letter to shareholders of the Company from the Chief Executive Officer and President included in the Company’s 2007 Annual Report, intended to be mail mailed on or about April 16, 2007, is attached as Exhibit 99.1 and is incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD. The letter to shareholders is furnished as Exhibit 99.1 and incorporated herein by reference. The information in this Current Report on Form 8-K and the Exhibit attached 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 shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

   

Title

99.1

    Letter to Shareholders, included in the 2007 Annual Report

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.

 

    HARVARD BIOSCIENCE, INC.
Date: April 9, 2008   By:  

/s/ Bryce Chicoyne

    Bryce Chicoyne
    Chief Financial Officer
Letter to Shareholders, included in the 2007 Annual Report

EXHIBIT 99.1

Dear Fellow Shareholders::::

Two thousand seven was another year of solid performance for Harvard Bioscience as our revenues grew by 9% and non-GAAP adjusted earnings per diluted share grew by 19% to record levels. More importantly, 2007 was a transition year for the Company as we completed the divestiture of a major portion of our capital equipment business and refocused our efforts on strengthening our position in the relatively low cost segment of the tools for drug discovery market repositioning us to achieve even higher growth rates and improved financial performance going forward.

We believe this repositioning will enable us to achieve our three to five year growth objectives to double revenue and non-GAAP adjusted earnings as well as drive non-GAAP adjusted operating income to 20% of revenues. The major drivers of our growth strategy are:

 

•  

Organic growth – we expect to increase our organic growth rate with the introduction of new products in our core technologies, improvements in our direct marketing activities and the expansion of our direct selling efforts around the world.

 

•  

Acquisition growth – we intend to increase the pace at which we acquire complementary companies and product lines in our core markets of physiology, cell biology and molecular biology.

 

•  

Operational efficiencies – we will take several steps to improve our operational efficiency by leveraging the infrastructure of our corporate office and our larger business units.

Today, we have already laid the foundation to achieve these growth initiatives. We introduced two major new products in spectroscopy and electrophoresis and currently, we have additional new products in development. In February 2008, we launched a new 900-page Harvard Apparatus catalog, which included all the recently acquired Panlab products, and over the past few months, we have taken steps to refresh and optimize our websites. We have also started the process of consolidating some administrative functions and have identified a solid growing pipeline of potential acquisition candidates.

Harvard Bioscience is a company committed to being a leading manufacturer of specialty products used in the development of new drugs. It is our objective to be one of the best in the industry as defined by financial measurements of growth in revenues, operating income and cash flow in order to provide our shareholders maximum value for their investment and to provide our employees with a secure and positive future. With the initiatives outlined above, we believe that our Company is well positioned to achieve this objective during 2008 and beyond.

 

Sincerely,     
Chane Graziano    David Green
Chief Executive Officer    President