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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 27, 2007
VIACELL, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-51110
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04-3244816 |
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
245 First Street, Cambridge, Massachusetts 02142
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (617) 914-3400
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 Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition
On February 27, 2007, ViaCell, Inc. issued a press release announcing its results of
operations and financial condition for the full year and the fourth quarter of 2006. The press
release (attached as Exhibit 99.1) includes information with respect to ViaCell’s pro forma basic
and diluted net loss per common share in 2005. These are non-GAAP financial measures. These
non-GAAP financial measures are utilized by the Company’s management to gain an understanding of
the Company’s comparative financial performance. Management believes that these non-GAAP financial
measures are useful because they include all outstanding shares of the Company, whether common or
preferred, in the calculation of basic and diluted earnings per share. The presentation of this
information is not meant to be considered in isolation or as a substitute for GAAP financial
measures.
The information furnished herewith pursuant to Item 2.02 of this Current Report shall not be
deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall
not be incorporated by reference into any registration statement or other document 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 — Press release issued by ViaCell, Inc. dated February 27, 2007.
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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VIACELL, INC. |
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| Date: February 27, 2007 |
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By: |
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/s/ Anne Marie Cook |
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Name:
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Anne Marie Cook |
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Title:
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General Counsel and Senior Vice
President, Business and Corporate
Development |
EXHIBIT LIST
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| Exhibit |
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Description |
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99.1
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Press release issued by ViaCell, Inc. dated February 27, 2007 |