8-K

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): September 20, 2012

MEDIVATION, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32836	13-3863260
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

525 Market Street, 36^th Floor

San Francisco, California 94105

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (415) 543-3470

(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))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 20, 2012, Medivation, Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended (the “September 20 Amendment”), effecting an increase in the total number of authorized shares of capital stock of the Company from 51,000,000 to 86,000,000 and an increase in the total number of authorized shares of common stock of the Company from 50,000,000 to 85,000,000.

On September 21, 2012, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended (the “September 21 Amendment”), effecting (i) an increase in the total number of authorized shares of capital stock of the Company from 86,000,000 to 171,000,000, (ii) an increase in the total number of authorized shares of common stock of the Company from 85,000,000 to 170,000,000, and (iii) a two-for-one forward split of its common stock effective as of 5:00 p.m., Eastern Time, on September 21, 2012. The September 20 Amendment and the September 21 Amendment were approved by the Company’s stockholders at the annual meeting of stockholders on July 13, 2012.

The September 20 Amendment and the September 21 Amendment are attached hereto as Exhibits 3.1 and 3.2, respectively, and are also incorporated herein by reference.

Item 8.01 Other Events.

On September 24, 2012, the Company issued a press release announcing the forward split. A copy of the press release is attached hereto as Exhibit 99.1 and is also incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1	Certificate of Amendment of Amended and Restated Certificate of Incorporation dated September 20, 2012.
3.2	Certificate of Amendment of Amended and Restated Certificate of Incorporation dated September 21, 2012.
99.1	Press release dated September 24, 2012, entitled “Medivation Effects a 2-for-1 Forward Split of its Common Stock.”

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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.

	MEDIVATION, INC.
Dated: September 24, 2012	By:	/s/ C. Patrick Machado
		C. Patrick Machado
		Chief Business Officer and Chief Financial Officer

EXHIBIT INDEX

3.1	Certificate of Amendment of Amended and Restated Certificate of Incorporation dated September 20, 2012.
3.2	Certificate of Amendment of Amended and Restated Certificate of Incorporation dated September 21, 2012.
99.1	Press release dated September 24, 2012, entitled “Medivation Effects a 2-for-1 Forward Split of its Common Stock.”

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

MEDIVATION, INC.

MEDIVATION, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies that:

FIRST: The name of the Corporation is Medivation, Inc. (the “Corporation”).

SECOND: The date of filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was October 19, 1995, as restated on June 12, 1996.

THIRD: The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions amending its Certificate of Incorporation as follows:

The first sentence of Article the FOURTH of the Corporation’s Certificate of Incorporation be, and it hereby is, amended and restated to read in its entirety as follows:

“FOURTH: The total number of shares of all classes of stock of which the Corporation shall have the authority to issue is 86,000,000, of which 85,000,000 shall be shares of Common Stock, par value $0.01 per share, and 1,000,000 shall be Preferred Stock, par value $0.01 per share.”

FOURTH: The foregoing amendment was submitted to the stockholders of the Corporation for their approval, and was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, MEDIVATION, INC. has caused this Certificate of Amendment to be signed by its Chief Business Officer and Chief Financial Officer this twentieth day of September, 2012.

MEDIVATION, INC.
By:	/s/ C. Patrick Machado
	C. Patrick Machado
	Chief Business Officer and Chief Financial Officer

EX-3.2

Exhibit 3.2

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

MEDIVATION, INC.

MEDIVATION, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies that:

FIRST: The name of the Corporation is Medivation, Inc. (the “Corporation”).

SECOND: The date of filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was October 19, 1995, as restated on June 12, 1996.

THIRD: The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions amending its Certificate of Incorporation as follows:

Article the FOURTH of the Corporation’s Certificate of Incorporation be, and it hereby is, amended and restated to read in its entirety as follows:

“FOURTH: The total number of shares of all classes of stock of which the Corporation shall have the authority to issue is 171,000,000, of which 170,000,000 shall be shares of Common Stock, par value $0.01 per share, and 1,000,000 shall be Preferred Stock, par value $0.01 per share.

Effective as of 5:00 p.m., Eastern time, on the date this Certificate of Amendment to the Amended and Restated Certificate of Incorporation is filed with the Secretary of State of the State of Delaware (the “Effective Time”), each one (1) share of the Corporation’s Common Stock, par value $0.01 per share, issued and outstanding prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be reconstituted and converted into two (2) shares of Common Stock, par value $0.01 per share, of the Corporation.”

FOURTH: The foregoing amendment was submitted to the stockholders of the Corporation for their approval, and was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, MEDIVATION, INC. has caused this Certificate of Amendment to be signed by its Chief Business Officer and Chief Financial Officer this twenty-first day of September, 2012.

MEDIVATION, INC.
By:	/s/ C. Patrick Machado
	C. Patrick Machado
	Chief Business Officer and Chief Financial Officer

EX-99.1

Exhibit 99.1

Contacts:
Patrick Machado	Anne Bowdidge
Chief Business & Financial Officer	Sr. Director, Investor Relations
(415) 829-4101	(650) 218-6900

MEDIVATION EFFECTS A 2-FOR-1 FORWARD SPLIT OF ITS COMMON STOCK

San Francisco, CA – September 24, 2012 – Medivation, Inc. (Nasdaq: MDVN) today announced that it has effected a 2-for-1 forward split of all shares of its common stock and increased the authorized number of shares of common stock.

The Company amended its certificate of incorporation on September 20 and 21, 2012 to increase the number of authorized shares of common stock from 50,000,000 to 170,000,000 and to effect a forward stock split pursuant to which each outstanding share of the Company’s pre-split common stock was split into two shares of common stock, effective at 5:00 p.m. Eastern Time, on September 21, 2012. The shares of common stock issued pursuant to the forward stock split will be delivered to the Company’s stockholders of record as of the record date, September 7, 2012, at their respective addresses of record appearing on the books of the Company. The Company’s stockholders will not be required to surrender their existing certificates to receive the shares to be issued pursuant to the forward stock split. The number of shares of common stock issuable upon conversion of the Company’s outstanding 2.625% Convertible Senior Notes due 2017 will be automatically adjusted to reflect the forward stock split. The Company’s common stock will begin trading on a post-split basis on the NASDAQ Global Market at the opening of trading today, September 24, 2012.

About Medivation

Medivation, Inc. is a biopharmaceutical company focused on the rapid development of novel therapies to treat serious diseases for which there are limited treatment options. Medivation aims to transform the treatment of these diseases and offer hope to critically ill patients and their families. For more information, please visit us at www.medivation.com.