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)
(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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(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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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
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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