Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
A. (1) List of Financial Statements.
The following Consolidated Financial Statements are filed as part of this Annual Report on Form 10-K:
Consolidated Statements of Earnings and Comprehensive Income for the Years Ended June 30, 2014, 2013
and 2012
Consolidated Balance Sheets as of June 30, 2014 and 2013
Consolidated Statements of Shareholders’ Equity for the Years Ended June 30, 2014, 2013 and 2012
Consolidated Statements of Cash Flows for the Years Ended June 30, 2014, 2013 and 2012
Notes to Consolidated Financial Statements for the Years Ended June 30, 2014, 2013 and 2012
Report of Independent Registered Public Accounting Firm
A. (2) Financial Statement Schedules.
All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the Consolidated Financial Statements or Notes thereto.
A. (3) Exhibits.
See “Exhibit Index” immediately following signature page.
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TECHNE CORPORATION | ||||||
| Date: August 29, 2014 | /s/ Charles Kummeth | |||||
| By: Charles Kummeth | ||||||
| Its: President |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Date | Signature and Title | |||||
| August 29, 2014 | /s/ Robert V. Baumgartner | |||||
| Robert V. Baumgartner | ||||||
| Chairman of the Board and Director | ||||||
| August 29, 2014 | /s/ Roger C. Lucas, Ph.D. | |||||
| Dr. Roger C. Lucas | ||||||
| Vice Chairman and Director | ||||||
| August 29, 2014 | /s/ Howard V. O’Connell | |||||
| Howard V. O’Connell, Director | ||||||
| August 29, 2014 | /s/ Randolph C. Steer, Ph.D., M.D. | |||||
| Dr. Randolph C. Steer, Director | ||||||
| August 29, 2014 | /s/ Charles A. Dinarello, M.D. | |||||
| Dr. Charles A. Dinarello, Director | ||||||
| August 29, 2014 | /s/ Karen A. Holbrook, Ph.D. | |||||
| Dr. Karen A. Holbrook, Director | ||||||
| August 29, 2014 | /s/ John L. Higgins | |||||
| John L. Higgins, Director | ||||||
| August 29, 2014 | /s/ Roeland Nusse, Ph.D. | |||||
| Dr. Roeland Nusse, Director | ||||||
| August 29, 2014 | /s/ Harold J. Wiens | |||||
| Harold J. Wiens, Director | ||||||
| August 29, 2014 | /s/ Charles Kummeth | |||||
| Charles Kummeth, Chief Executive Officer | ||||||
| (principal executive officer) | ||||||
| August 29, 2014 | /s/ James Hippel | |||||
| James Hippel, Chief Financial Officer | ||||||
| (principal financial officer and principal accounting officer) |
Table of Contents
EXHIBIT INDEX
for Form 10-K for the 2014 Fiscal Year
| Exhibit Number | Description | |
| 3.1 | Restated Bylaws of Company, as amended to date – incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K dated October 25, 2012.* | |
| 3.2 | Restated Articles of Incorporation of the Company, as amended to date – incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K, dated October 25, 2012.* | |
| 10.1** | Company’s Profit Sharing Plan – incorporated by reference to Exhibit 10.6 of the Company’s Form 10, dated October 27, 1988.* | |
| 10.2** | Company’s Stock Bonus Plan – incorporated by reference to Exhibit 10.7 of the Company’s Form 10, dated October 27, 1988.* | |
| 10.3** | 1997 Incentive Stock Option Plan – incorporated by reference to Exhibit 10.24 of the Company’s Form 10-K for the year ended June 30, 1997.* | |
| 10.4** | Form of Stock Option Agreement for 1997 Incentive Stock Option Plan – incorporated by reference to Exhibit 10.25 of the Company’s Form 10-K for the year ended June 30, 1997.* | |
| 10.5** | 1998 Nonqualified Stock Option Plan – incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q for the quarter ended September 30, 1998.* | |
| 10.6** | Form of Stock Option Agreement for 1998 Nonqualified Stock Option Plan – incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q for the quarter ended September 30, 1998.* | |
| 10.7 | Amended and Restated Investors Rights Agreement dated June 13, 2006 among ChemoCentryx, Inc and the Company and certain investors – incorporated by reference to Exhibit 10.31 of the Company’s 10-K for the year ended June 30, 2006.* | |
| 10.8** | Description of Management Incentive Bonus Under the Techne Corporation 2010 Equity Incentive Plan – incorporated by reference to Exhibit 10.13 of the Company’s 10-K for the year ended June 30, 2013.* | |
| 10.9** | 2010 Equity Incentive Plan – incorporated by reference to Exhibit 10.1 of the Company’s 8-K dated October 28, 2010.* | |
| 10.10** | Form of Nonqualified Stock Option Agreement for the 2010 Equity Incentive Plan – incorporated by reference to Exhibit 10.2 of the Company’s 8-K dated October 28, 2010.* | |
| 10.11** | Form of Incentive Stock Option Agreement for the 2010 Equity Incentive Plan – incorporated by reference to Exhibit 10.3 of the Company’s 8-K dated October 28, 2010.* | |
| 10.12** | Amended and Restated Employment Agreement, dated July 1, 2011, with Marcel Veronneau – incorporated by reference to Exhibit 10.19 of the Company’s 10-K for the year ended June 30, 2011.* |
Table of Contents
| Exhibit Number | Description | |
| 10.13** | Employment Agreement by and between the Company and Charles Kummeth – incorporated by reference to Exhibit 10.1 of the Company’s 8-K dated March 16, 2013.* | |
| 10.14** | Form of Restricted Stock Agreement for the 2010 Equity Incentive Plan – incorporated by reference to Exhibit 10.1 of the Company’s 10-Q for the quarter ended March 31, 2013.* | |
| 10.15** | Amendment No. 2 to Amended and Restated Employment Agreement, dated April 12, 2013, with Gregory J. Melsen – incorporated by reference to Exhibit 10.23 of the Company’s 10-K for the year ended June 30, 2013.* | |
| 10.16 | Share Purchase Agreement by and among Research and Diagnostic Systems, Inc., Bionostics Holdings Limited, Bionostics, Inc., the shareholders of Bionostics Holdings Limited, and Harwood Capital, LLP as Sellers’ Representative, dated June 17, 2013 – incorporated by reference to Exhibit 2.1 of the Company’s 8-K dated June 17, 2013.* | |
| 10.17** | Description of Non-employee Director Compensation Plan – incorporated by reference to Exhibit 10.25 of the Company’s 10-K for the year ended June 30, 2013.* | |
| 10.18** | Employment Agreement by and between the Company and Kevin Reagan, dated January 24, 2012 – incorporated by reference to Exhibit 10.26 of the Company’s 10-K for the year ended June 30, 2013.*. | |
| 10.19** | Employment Agreement by and between the Company and Dr. J. Fernando Bazan, dated August 1, 2013 – incorporated by reference to Exhibit 10.27 of the Company’s 10-K for the year ended June 30, 2013.* | |
| 10.20** | Compensation Arrangement for the Executive Officers for Fiscal Year 2014 – incorporated by reference to Exhibit 10.28 of the Company’s 10-K for the year ended June 30, 2013.* | |
| 10.21** | Employment Agreement by and between the Company and Mr. James T. Hippel, dated February 5, 2014 – incorporated by reference to Exhibit 10.1 of the Company’s 8-K dated February 5, 2014.* | |
| 10.22 | Agreement of Investment and Merger between the Company, Research and Diagnostics Systems, Inc., Cayenne Merger Sub, Inc., CyVek, Inc. and Citron Capital Limited dated April 1, 2014. | |
| 10.23 | Agreement and Plan of Merger by and among Techne Corporation, McLaren Merger Sub, Inc., ProteinSimple and Fortis Advisors LLC, as the Securityholders’ Representative, dated June 16, 2014 – incorporated by reference to Exhibit 2.1 of the Company’s 8-K dated June 16, 2014.* | |
| 10.24 | Unit Purchase Agreement by and among Techne Corporation, Novus Holdings, LLC, the Members of Novus Holdings, LLC, and the Members’ Representative dated July 2, 2014. | |
| 10.25** | Employment Agreement by and between the Company and Mr. David Eansor, dated July 2, 2014. | |
| 10.26 | Credit Agreement by and among Techne Corporation, the Guarantors party thereto, the Lenders party thereto, and BMO Harris Bank N.A., as Administrative Agent, dated July 28, 2014 – incorporated by reference to Exhibit 10.1 of the Company’s 8-K dated July 28, 2014.* | |
| 10.27 | Form of Indemnification Agreement entered into with each director and executive officers of the Company. | |
| 21 | Subsidiaries of the Company. |
Table of Contents
| Exhibit Number | Description | |
| 23 | Consent of KPMG LLP, Independent Registered Public Accounting Firm. | |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101 | The following financial statements from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Earnings and Comprehensive Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Shareholders’ Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements. |
| * | Incorporated by reference; SEC File No. 000-17272 |
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| ** | Management contract or compensatory plan or arrangement |
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