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): March 31,
2010
SANGAMO
BIOSCIENCES, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
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000-30171
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68-0359556
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(Commission
File Number)
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(IRS
Employer Identification No.)
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501
Canal Blvd, Suite A100
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Richmond,
California 94804
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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
5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers.
(d) On
March 31, 2010 the board of directors (the “Board”) of Sangamo BioSciences, Inc.
(the “Company”), upon recommendation from the Nominating and Governance
Committee of the Company, appointed Stephen G. Dilly, M.B.B.S., Ph.D. to serve
as a member of the Board until the Company’s 2010 annual meeting of
stockholders. The board of directors of the Company also determined
that Dr. Dilly is “independent” under applicable corporate governance rules of
NASDAQ. In connection with the appointment of Dr. Dilly, the number
of authorized directors of the Company was increased from six (6) to seven
(7).
Dr. Dilly
will receive the standard fees paid by the Company to all of its non-employee
directors. The annual cash retainer is $30,000 and to the extent the
Board meets more than ten (10) times in a calendar year a director will receive
cash payments of $1,000 per Board meeting attended ($500 per meeting attend by
videoconference or by telephone). In addition, under the Automatic Option Grant
Program in effect under the Sangamo 2004 Stock Incentive Plan, Dr. Dilly
received an option to purchase 50,000 shares of Common Stock with an
exercise price of $5.42 per share, the fair market value on the grant
date.
On
April 1, 2010, the Company issued a press release announcing the appointment of
Dr. Dilly 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.
(e) On March 31, 2010, the
Board approved a cash incentive program for the 2010 year, which was recommended
by the Compensation Committee. Under the 2010 cash incentive program,
the Board has established clinical, business development, research and financial
goals for the 2010 year and has assigned relative weightings of these
goals. The goals and weightings will serve as guidelines for, but are
not binding upon, the Compensation Committee in its determination of
cash incentive awards for 2010.
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 April 1, 2010.
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.
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DATE:
April 5, 2010
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SANGAMO
BIOSCIENCES, INC.
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By:
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/s/
EDWARD O. LANPHIER II
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Edward
O. Lanphier II
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President,
Chief Executive Officer
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Sangamo
BioSciences, Inc.
Point
Richmond Tech Center
501
Canal Blvd.,
Richmond,
CA 94804
510-970-6000
l
510-236-8951(Fax
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SANGAMO
BIOSCIENCES APPOINTS DR. STEPHEN G. DILLY TO ITS
BOARD
OF DIRECTORS
Richmond, Calif. – April 1,
2010 – 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 Stephen G.
Dilly, M.B.B.S., Ph.D., to the company’s board of directors effective
March 31, 2010.
“On
behalf of all of our directors I am delighted to welcome Stephen Dilly to our
board,” said Edward Lanphier, Sangamo's president and CEO. “Throughout his
career in both biotechnology and pharmaceutical companies, Stephen has been
directly and successfully involved in all stages of drug development, from
program initiation through drug testing to product launch. He brings a proven
insight into the clinical development process and a wealth of experience which
will be invaluable to Sangamo as we continue to advance our clinical pipeline
and establish our ZFP technology as a novel therapeutic product development
platform.”
Dr.
Stephen G. Dilly is currently President, Chief Executive Officer and a member of
the board of directors of APT Pharmaceuticals, Inc., a specialty drug company
which is currently conducting a Phase III clinical trial of inhaled cyclosporine
for the prevention and treatment of chronic rejection in lung
transplantation. Before joining APT in 2006, Dr. Dilly was Chief
Medical Officer and Senior Vice President of Development of Chiron BioPharma, a
biotechnology company which was later acquired by Novartis International AG.
From 1998 to 2003, he held various senior management positions at Genentech
Inc., including Vice President of Development Sciences, and in the ten years
prior held senior management positions in drug development with SmithKline
Beecham in the U.K. During his career, Dr. Dilly has been closely
associated with the development and launch of marketed drugs for many
therapeutic areas, including Kytril, Paxil, Kredex, Requip, TNKase, Xolair,
Avastin, Raptiva, Tarceva, Lucentis and Cubicin.
“I am
very pleased to join Sangamo’s board of directors,” commented Dr. Dilly.
“Sangamo’s proprietary ZFP technology has proven to be extraordinarily powerful
for gene regulation and gene editing and the company is making important
progress in establishing its ZFP TherapeuticTM product
development platform to address significant unmet medical needs. This
is a very exciting stage for the company as it advances an important Phase 2b
clinical trial of a first in class, disease-modifying ZFP Therapeutic for
diabetic neuropathy, as well as Phase 1 trials of its unique ZFP nuclease
approach for HIV/AIDS and a drug for glioblastoma. I look forward to
contributing to the development of these and other ZFP Therapeutic programs, and
to help position Sangamo for future growth and success.”
Dr. Dilly
also serves as a member of the Advisory Board of Physic Ventures and the
National Board of Advisors of the UC Davis Health System. Dr. Dilly
earned his M.B.B.S., or the equivalent of an M.D. in the U.S., from the
University of London in the U.K. and received his Ph.D. in Cardiac Physiology
from University of London.
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Sangamo
BioSciences, Inc.
Point
Richmond Tech Center
501
Canal Blvd.,
Richmond,
CA 94804
510-970-6000
l
510-236-8951(Fax
|
About
Sangamo BioSciences Inc.
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 a Phase 2b clinical trial for evaluation of
safety and clinical effect in patients with diabetic neuropathy and a Phase 2
trial in ALS. Sangamo also has two Phase 1 clinical trials to evaluate safety
and clinical effect of a treatment for HIV/AIDS and another Phase 1 trial to
evaluate safety and clinical effect of a treatment for recurrent glioblastoma
multiforme. Other therapeutic development programs are focused on 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 TFs) that can control gene
expression and, consequently, cell function. Sangamo is also
developing sequence-specific ZFP Nucleases (ZFNs) for gene
modification. Sangamo has established strategic partnerships with
companies in non-therapeutic applications of its technology including Dow
AgroSciences and Sigma-Aldrich Corporation. For more information about Sangamo,
visit the company’s web site at http://www.sangamo.com/.
This
press release contains forward-looking statements regarding Sangamo’s current
expectations. These forward looking statements include, without limitation,
references to the development of Sangamo’s clinical pipeline, establishing
Sangamo’s ZFP technology as a novel therapeutic product development platform and
election of directors. 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 gene based therapeutics. Actual results may differ from those projected
in forward-looking statements due to risks and uncertainties that exist in the
company’s operations and business environments. These risks and uncertainties
are described more fully in the company’s Annual Report 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
Sangamo
BioSciences, Inc.
Elizabeth
Wolffe, Ph.D.
510-970-6000
x271
ewolffe@sangamo.com
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