Form 8-K amendment

0001113481-12-000019.txt : 20120425 0001113481-12-000019.hdr.sgml : 20120425 20120425170311 ACCESSION NUMBER: 0001113481-12-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120424 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120425 DATE AS OF CHANGE: 20120425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDICINES CO /DE CENTRAL INDEX KEY: 0001113481 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043324394 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31191 FILM NUMBER: 12780308 BUSINESS ADDRESS: STREET 1: 8 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-290-6000 MAIL ADDRESS: STREET 1: 8 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 FORMER COMPANY: FORMER CONFORMED NAME: MEDICINES CO/ MA DATE OF NAME CHANGE: 20000504 8-K 1 form8-kamendment.htm FORM 8-K Form 8-K amendment

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): April 24, 2012

The Medicines Company

(Exact Name of Registrant as Specified in Charter)



Delaware	000-31191	04-3324394
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)



8 Sylvan Way Parsippany, New Jersey		07054
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (973) 290-6000

(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):


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


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


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


o	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 April 24, 2012, the Board of Directors (the “Board”) of The Medicines Company (the “Company”) approved an amendment to the Company's Amended and Restated By-laws (the “By-laws”) to provide that a nominee for election as a director in an uncontested election (an election where the number of nominees is equal to or less than the number of directors slated to be elected) will only be elected if the number of votes cast “for” the nominee exceed the number of votes cast “against” the nominee and to make other ministerial and conforming changes. In the case of a contested election (a situation in which the number of nominees for election as directors exceeds the number of directors to be elected at such meeting), directors will continue to be elected by a plurality of the votes cast. Prior to this amendment, all nominees for election as a director of the Company were elected at a meeting by stockholders by a plurality of the votes cast by the stockholders entitled to vote on the election at the meeting.

A copy of the text of the amendment to Section 1.9 of the Bylaws is filed as Exhibit 3.1 to this Current Report on Form 8-K. The amendment was effective immediately upon its approval by the Board. The Company will file a complete copy of the By-laws, as amended, as an exhibit to its next periodic report.

Item 8.01 Other Events

In connection with the amendment to the By-laws, the Board also approved amendments to the Company's Corporate Governance Guidelines to institute certain procedures related to the Company's adoption of a majority voting standard for the election of directors in uncontested elections. As amended, the Corporate Governance Guidelines require each incumbent directors standing for re-election in an uncontested election to deliver to the Board an irrevocable resignation which will become effective if (a) the incumbent director fails to receive a sufficient number of votes to satisfy the majority voting standard required by the amended By-laws and (b) the board determines to accept such resignation. The amended Corporate Governance Guidelines also outline the procedures to be followed by the Board (and its committees) in determining whether or not to accept the resignation of a director in these circumstances. The Company's Corporate Governance Guidelines, as amended, are available on the Company's website at www.themedicinescompany.com.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits


3.1	Amended Text of Article I, Section 9 of the Amended and Restated By-laws of The Medicines Company

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.

THE MEDICINES COMPANY

Date: April 25, 2012

By: /s/ Paul M. Antinori

Paul M. Antinori

Senior Vice President and General Counsel

Exhibit Index



Exhibit No.	Description
3.1	Amended Text of Article I, Section 9 of the Amended and Restated By-laws of The Medicines Company

EX-3.1 2 amendment.htm EXHIBIT Amendment

Exhibit 3.1

Amended Text of Article I, Section 9 of the Amended and Restated By-laws of The Medicines Company:

1.9 Action at Meeting.

(a) General Matters. When a quorum is present at any meeting, any matter to be voted upon by the stockholders at such meeting, other than the election of directors, shall be decided by the affirmative vote of the holders of a majority of the stock present or represented by proxy and voting on such matter (or if there are two or more classes of stock entitled to vote as separate classes, then in the case of each such class, the holders of a majority of the stock of that class present or represented by proxy and voting on such matter), except when a different vote is required by law, the Certificate of Incorporation or these By-laws.

(b) Election of Directors. Other than in a Contested Election Meeting (as defined below), when a quorum is present at any meeting, a nominee for election as a director at such meeting shall be elected to the Board of Directors if the votes cast “for” such nominee's election exceed the votes cast “against” such nominee's election (with “abstentions” and “broker non-votes” not counted as a vote “for” or “against” such nominee's election). In a Contested Election Meeting, when a quorum is present at the meeting, directors shall be elected by a plurality of the votes cast by the stockholders entitled to vote on the election at such Contested Election Meeting. A meeting of stockholders shall be a “Contested Election Meeting” if the number of nominees for election as directors exceeds the number of directors to be elected at such meeting, as of the tenth day preceding the date of the Corporation's first notice to stockholders of such meeting sent pursuant to Section 1.4 of these By-laws (the “Determination Date”); provided, however, that if in accordance with Section 1.10 of these By-laws stockholders are entitled to nominate persons for election as a director after the otherwise applicable Determination Date, the Determination Date will instead be the last day on which stockholders are entitled to nominate persons for election as director.