UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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):
November 19, 2008
|
SANGAMO
BIOSCIENCES,
INC.
|
(Exact
Name of Registrant as Specified in Its Charter)
|
Delaware
|
(State
or
Other Jurisdiction of
Incorporation)
|
000-30171
|
68-0359556
|
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
|
501
Canal Blvd, Suite
A100
|
Richmond,
California
94804
|
|
(Address
of Principal Executive
Offices)
|
(Zip
Code)
|
|
(510)
970-6000
|
(Registrant’s
Telephone Number, Including Area Code)
|
|
(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 (see
General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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 Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
Effective
as of November 19, 2008, the board of directors (the “Board”) of Sangamo
BioSciences, Inc. (the “Company”), upon recommendation from the Nominating and
Governance Committee of the Company, appointed Mr. Paul B. Cleveland to serve
as
a member of the Board until the Company’s 2009 annual meeting of stockholders.
The
board
of directors of
the
Company also
determined that Mr.
Cleveland
is “independent”
according to
applicable
rules of NASDAQ and the Securities
Act of 1933, as amended. The Board has appointed
Mr. Cleveland as the chair of the Company’s audit committee.
On
November 19, 2008, the Company issued a press release announcing the appointment
of Mr. Cleveland to the Board. A copy of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits. The following document is filed as an exhibit to this Current Report
on Form 8-K:
Exhibit
No.
99.1 Press
Release Issued November 19, 2008.
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.
|
DATE:
November 19, 2008
|
||
|
SANGAMO
BIOSCIENCES, INC.
|
||
| |
|
|
| By: | /s/ EDWARD O. LANPHIER II | |
|
Edward
O. Lanphier II
|
||
|
President,
Chief Executive Officer
|
||
 |
Sangamo
BioSciences, Inc.
Point
Richmond Tech Center
501
Canal Blvd.,
Richmond,
CA 94804
510-970-6000
l
510-236-8951(Fax)
|
SANGAMO
BIOSCIENCES APPOINTS PAUL CLEVELAND TO ITS BOARD OF DIRECTORS
AND
CHAIR OF AUDIT COMMITTEE
Richmond,
Calif. -
November 19, 2008 - Sangamo BioSciences, Inc. (Nasdaq: SGMO), a
leader
in the research and development of novel zinc finger DNA-binding proteins (ZFPs)
for therapeutic gene regulation and modification, announced today the
appointment of Paul B. Cleveland, executive vice president, corporate
development and chief financial officer of Affymax, Inc., to its board of
directors, effective November 19, 2008. Mr. Cleveland will also serve as chair
of Sangamo’s audit committee.
“We
are
very pleased to welcome Paul to Sangamo’s board,” stated Edward Lanphier,
Sangamo’s president and CEO. “His significant experience and success in
biotechnology industry finance and business development will aid us in all
aspects of our company’s operations, including clinical and commercial
development of our ZFP TherapeuticTM
programs.”
Mr.
Cleveland has served as executive vice president, corporate development and
chief financial officer of Affymax, Inc. since January 2006. In such capacity,
he has responsibility for all business development, strategic
planning, finance, investor relations and legal functions. He negotiated a
worldwide collaboration with Takeda that was honored with the “Allicense 2007
Breakthrough Alliance Award” at the Recombinant Capital Allicense conference.
Mr. Cleveland also led preparations for and execution of Affymax’s initial
public offering of common stock which was characterized as “the strongest
biotech offering of 2006” by Business Week. Together these transactions added
more than $230 million to Affymax’s cash balance in one year.
From
2004
to 2006, Mr. Cleveland served as a managing director at Integrated Finance,
Ltd., an investment bank, and from 1996 to 2003 as a managing director and
head
of west coast mergers and acquisitions at J.P. Morgan Chase and Co. (and a
predecessor investment bank, Hambrecht & Quist). From 1981 to 1996, he held
positions, including partner, at several law firms including Cooley Godward
LLP,
Sidley Austin LLP and Davis Polk & Wardwell. He serves as a member of the
board of directors and is chairman of the audit committee of Anacor
Pharmaceuticals, Inc. Mr. Cleveland holds a J.D. from Northwestern University
School of Law and an A.B. from Washington University in St. Louis.
“I
am
excited to join the board of directors of Sangamo BioSciences at this point
in
the company’s development,” commented Mr. Cleveland. “Sangamo has a successful
business model designed to maximize the value of its ZFP technology platform
by
partnering non-core
areas of its business as well as looking to establish new corporate partnerships
in core ZFP Therapeutics. I look forward to contributing my experience to help
position the company for continued growth and success.”
About
Sangamo
Sangamo
BioSciences, Inc. is focused on the research and development of novel
DNA-binding proteins for therapeutic gene regulation and modification. The
most
advanced ZFP TherapeuticTM
development program is currently in Phase 2 clinical trials for evaluation
of
safety and clinical effect in patients with diabetic neuropathy and ALS. Other
therapeutic development programs are focused on cancer, HIV/AIDS, neuropathic
pain, nerve regeneration, Parkinson’s disease and monogenic diseases. Sangamo’s
core competencies enable the engineering of a class of DNA-binding proteins
known as zinc finger DNA-binding proteins (ZFPs). By engineering ZFPs that
recognize a specific DNA sequence Sangamo has created ZFP transcription factors
(ZFP TFTM)
that
can control gene expression and, consequently, cell function. Sangamo is also
developing sequence-specific ZFP Nucleases (ZFNTM)
for
gene modification. Sangamo has established strategic partnerships with companies
outside of the human therapeutic space including Dow AgroSciences, Sigma-Aldrich
Corporation and several companies applying its ZFP technology to enhance the
production of protein pharmaceuticals. For more information about Sangamo,
visit
the company’s web site at www.sangamo.com.
|
|
Sangamo
BioSciences, Inc.
Point
Richmond Tech Center
501
Canal Blvd.,
Richmond,
CA 94804
510-970-6000
l
510-236-8951(Fax)
|
This
press release contains forward-looking statements regarding Sangamo’s current
expectations. These statements are not guarantees of future performance and
are
subject to certain risks, uncertainties and assumptions that are difficult
to
predict. Factors that could cause actual results to differ include the early
stage of ZFP Therapeutic development, uncertainties related to the timing of
initiation and completion of clinical trials, and whether clinical trial results
will validate and support the safety and efficacy of ZFP Therapeutics. Further,
there can be no assurance that the necessary regulatory approvals will be
obtained or that Sangamo will be able to develop commercially viable
therapeutics. Actual results may differ from those projected in forward-looking
statements due to risks and uncertainties that exist in Sangamo’s operations and
business environments. These risks and uncertainties are described more fully
in
Sangamo’s’ Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q as
filed with the Securities and Exchange Commission. Forward-looking statements
contained in this announcement are made as of this date and will not be
updated.
Contact.
Elizabeth
Wolffe, Ph.D.
510-970-6000,
x271
ewolffe@sangamo.com
-###-