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EX-99.1 - EX-99.1 - BG Medicine, Inc.d623560dex991.htm

 

 

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 6, 2013

 

 

BG Medicine, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

001-33827

(Commission

File Number)

 

Delaware    04-3506204

(State or Other Jurisdiction

Of Incorporation)

  

(IRS Employer

Identification No.)

880 Winter Street, Suite 210

Waltham, Massachusetts

   02451
(Address of Principal Executive Offices)    (Zip Code)

(781) 890-1199

(Registrant’s Telephone Number, Including Area Code)

610 Lincoln Street North, Waltham, Massachusetts 02451

(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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02. Results of Operations and Financial Condition.

In a press release dated November 6, 2013 (the “earnings press release”), BG Medicine, Inc. (the “Company”) announced financial results for the third quarter ended September 30, 2013 and provided a business update. A copy of the earnings press release is attached hereto as Exhibit 99.1. The information in the second and fifth paragraphs of the earnings press release, the information under the heading “Conference Call and Web Cast” and the consolidated financial information included in the earnings press release are incorporated by reference into this Item 2.02 of this Current Report on Form 8-K.

Item 8.01. Other Events.

In the earnings press release, the Company also provided a business update. The information set forth in the third, fourth, sixth and seventh paragraphs of the earnings press release and the information under the headings “Q3 2013 Highlights” and “Forward Looking Statements” in the earnings press release are incorporated by reference into this Item 8.01 of this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1 Earnings press release dated November 6, 2013.

The portions of the earnings press release incorporated by reference into Item 8.01 of this Current Report on Form 8-K are being filed pursuant to Item 8.01. The remaining portions of the earnings press release are being furnished pursuant to Item 2.02 of this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.


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.

 

      BG MEDICINE, INC.
Date: November 6, 2013      

/s/ Charles H. Abdalian, Jr.

     

Charles H. Abdalian, Jr.

Executive Vice President & Chief Financial Officer