Current Report Filing (8-k)
24 December 2019 - 8:31AM
Edgar (US Regulatory)
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 17,
2019
HARVARD BIOSCIENCE, INC.
(Exact Name of Registrant as Specified in Charter)
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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(I.R.S. Employer Identification Number)
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84 October Hill Road, Holliston, MA 01746
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(Address of Principal Executive Offices) (Zip Code)
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(508) 893-8999
(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:
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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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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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HBIO
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The NASDAQ Stock Market
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Indicate by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2). Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not
to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. [ ]
Item 2.05. Costs Associated with Exit or Disposal Activities.
On December 17, 2019, the Board of Directors of Harvard
Bioscience, Inc. (the “Company”) approved a restructuring program to support delivery of its strategic action plan
communicated in September 2019. The strategic action plan is designed to improve gross margins and operating margins while reinvesting
in resources required to deliver sustained, profitable organic growth.
The restructuring program will be implemented beginning
in the current quarter and over 2020 and will entail consolidating and downsizing sites and other headcount reductions in Europe
and North America to improve operational efficiency and reduce costs. A portion of the savings will be reinvested to drive profitable
growth.
The restructuring program is expected to be completed by the end of 2020, with the majority
of activities completed in the first half of the year, delivering annualized run-rate savings of $4.0-to-$5.0 million. The Company
expects to incur costs associated with headcount reductions, program management and other transition costs required to affect the
site consolidations and other business improvements totaling $4.0-to-$5.0 million, substantially all of which is expected to result
in future cash outlays. All the estimates described in this Item 2.05 may change in the future.
The following table provides a summary of the Company's estimate of costs associated
with the program:
Type of Cost
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Total Estimated Amount Expected to be Incurred
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Restructuring charges:
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Termination benefits
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$1.6 million to $1.9 million
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Other (1)
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$0.4 million to $0.6 million
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Restructuring-related expenses:
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Other (2)
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$2.0 million to $2.5 million
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$4 million to $5 million
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(1) Consists primarily of lease terminations and other costs associated with contract cancellations. The Company is currently
unable to estimate any non-cash charges for fixed asset or intangible asset write-downs associated with the restructuring.
(2)
Comprised of other cash costs directly related to the restructuring program, including program management, and other costs
to integrate facilities and related information systems.
SIGNATURE
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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HARVARD BIOSCIENCE, INC.
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Date: December 23, 2019
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By:
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/s/ James Green
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James Green
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Chief Executive Officer
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