Current Report Filing (8-k)
May 20 2016 - 9:28AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 19, 2016
ARIAD Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36172
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22-3106987
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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26 Landsdowne Street, Cambridge, Massachusetts
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02139
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (617) 494-0400
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 (
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 Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(b)
Reconstitution of the Board
As previously reported on a
Form 8-K filed by ARIAD Pharmaceuticals, Inc. (the Company) with the SEC on March 14, 2016, in order to facilitate the Companys evaluation of its Board of Directors (the Board), each of the Companys directors
tendered conditional resignations from the Board. On May 19, 2016, the Board accepted the resignations of Jay R. LaMarche, Thanassis Lavidas, Massimo Radaelli and Wayne Wilson, to become effective immediately prior to the Companys 2016
annual stockholders meeting to be held on July 21, 2016 (the 2016 Annual Meeting).
The information set forth in Item 5.03 of this
Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
Destaggering of the Board
On May 19, 2016, the Board also approved an amendment to the Companys Restated Certificate of Incorporation (the Amendment) providing
that the Board would be declassified and all directors would be elected on an annual basis and would be able to be removed by stockholders with or without cause. The Amendment is subject to approval by the Companys stockholders at the 2016
Annual Meeting. In order to expedite the declassification of the Board, all directors currently serving in Class 3 with a term expiring at the Companys 2018 annual stockholders meeting have tendered conditional resignations that will become
effective immediately prior to the 2017 annual stockholders meeting, subject to the approval of the Amendment by the Companys stockholders.
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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ARIAD Pharmaceuticals, Inc.
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By:
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/s/ Manmeet S. Soni
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Manmeet S. Soni
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Executive Vice President, Chief Financial Officer
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Date: May 20, 2016
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