UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 3, 2013
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HARVARD BIOSCIENCE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33957
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04-3306140
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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84 October Hill Road, Holliston, MA
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01746
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (508) 893-8999
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(Former name or former address, if changed since last report)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.05 Costs Associated with Exit or Disposal Activities.
On December 4, 2013, Harvard Bioscience, Inc., or the Company, issued a press release announcing the realignment of its global operations to create organizational efficiencies and better position the company for growth. The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.05.
The Company committed to the realignment plan on December 3, 2013, which will include reducing its workforce by approximately 13 percent by eliminating certain operational redundancies that exist across several of the Company’s locations. The realignment plan is expected to be completed on or before December 31, 2013. In connection with the realignment plan, Harvard Bioscience has incurred and will continue to incur personnel related costs and expenditures. At this time, Harvard Bioscience estimates the total costs associated with such realignment plan to be approximately $1.5 million on a pre-tax basis, of which substantially all of these costs are expected to be incurred in the fourth quarter fiscal 2013 and result in cash expenditures. All of the estimates described in this Item 2.05 may change in the future.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description of Exhibit
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99.1
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Press Release issued by Harvard Bioscience, Inc. on December 4, 2013.
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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.
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HARVARD BIOSCIENCE, INC.
(Registrant)
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December 4, 2013
(Date)
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/s/ JEFFREY A. DUCHEMIN
Jeffrey A. Duchemin
Chief Executive Officer
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INDEX TO EXHIBITS
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Exhibit
Number
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Description of Exhibit
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99.1
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Press Release issued by Harvard Bioscience, Inc. on December 4, 2013.
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Exhibit 99.1
Harvard Bioscience Realigns Global Operations To Create Organizational Efficiencies and Better Position It for Growth
-Reallocating Resources to Higher-Growth Areas –
-Expects to Realize Approximately $2 Million in Annual Savings on a Pre-tax Basis-
HOLLISTON, MA – December 4, 2013 – Harvard Bioscience, Inc. (NASDAQ: HBIO), a global developer, manufacturer, and marketer of a broad range of tools to advance life science research, today announced the realignment of its global operations to create organizational efficiencies and better position the Company for growth.
As part of the realignment, Harvard Bioscience will reduce its global workforce by approximately 13 percent by eliminating certain operational redundancies across several sites, creating a leaner, more nimble organization. It plans to reinvest some of the savings into its China expansion, sales and marketing and product development initiatives, in order to drive growth.
Harvard Bioscience expects to realize overall annual savings of approximately $2 million on a pre-tax basis, beginning in 2014. These savings include an immediate reduction of approximately $3 million in personnel related costs and expenditures, of which approximately $1 million will be reinvested.
Management expects to take a restructuring charge of approximately $1.5 million on a pre-tax basis during the fourth quarter 2013 as a result of these actions.
Jeffrey A. Duchemin, President and CEO of Harvard Bioscience, said, “Since taking over as CEO in August, I have had the opportunity to conduct a thorough review of the Company’s operations, meet with many of our customers, visit several of our global sites, and evaluate potential adjustments to the personnel, organizational structure and platform necessary to position us for growth. It is with this goal in mind that we have implemented these organizational changes.”
He added, “These changes allow us to become a more functional organization. We will also be focusing on increasing growth, expanding in Asia and other emerging markets, building stronger channel capabilities and reinvigorating product development. We are implementing several initiatives aimed at driving efficiencies and improving our operational and cost structure. These measures announced today are designed to help us eliminate redundancies and realign our business. This reorganization will allow us to realize cost savings and build on our already solid foundations to create a world-class company.”
About Harvard Bioscience
Harvard Bioscience 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. 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. Harvard Bioscience 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.
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 anticipated savings, cost reductions, restructuring charges and reinvestment amounts. These statements involve risks and uncertainties, including among other things, market conditions and other factors that may cause the actual 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.
The Harvard Bioscience logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=6426
For investor inquiries, please call (508) 893-8066. Press releases may be found on our web site.
Contact:
Harvard Bioscience
Jeffrey Duchemin
Chief Executive Officer
Tel: (508) 893-8999
Investor and Public Relations:
Dian Griesel Inc.
Cheryl Schneider/Susan Forman
(212) 825-3210