StemCells, Inc. (Form: 8-K)  






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   November 30, 2006

StemCells, Inc.
(Exact name of registrant as specified in its charter)

Delaware 000-19871 94-3078125
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
3155 Porter Drive, Palo Alto, California   94304
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:   650.475.3100

Not Applicable
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:

[  ]  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))

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

ITEM 5.02 (c). Effective November 30, 2006, the title held by Ann Tsukamoto, Ph.D., was changed from Vice President, Research & Development, to Chief Operating Officer of StemCells, Inc.

Item 8.01 Other Events.

ITEM 8.01. Effective December 5, 2006, the title held by Rodney K.B. Young was changed from Chief Financial Officer and Vice President, Finance to Chief Financial Officer and Vice President, Finance and Administration of StemCells, Inc.

The appointment and promotion of certain non-executive officer employees was also announced.

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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.

    StemCells, Inc.
December 6, 2006   By:   Rodney K.B. Young
        Name: Rodney K.B. Young
        Title: CFO

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Exhibit Index

Exhibit No.   Description

  Press Release