0001104659-19-044550.txt : 20190807 0001104659-19-044550.hdr.sgml : 20190807 20190807165613 ACCESSION NUMBER: 0001104659-19-044550 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190728 FILED AS OF DATE: 20190807 DATE AS OF CHANGE: 20190807 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EXACT SCIENCES CORP CENTRAL INDEX KEY: 0001124140 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51541 FILM NUMBER: 191006236 BUSINESS ADDRESS: STREET 1: 441 CHARMANY DRIVE CITY: MADISON STATE: WI ZIP: 53719 BUSINESS PHONE: 608-284-5700 MAIL ADDRESS: STREET 1: 441 CHARMANY DRIVE CITY: MADISON STATE: WI ZIP: 53719 FORMER NAME: FORMER CONFORMED NAME: EXACT CORP DATE OF NAME CHANGE: 20000919 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GENOMIC HEALTH INC CENTRAL INDEX KEY: 0001131324 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 770552594 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 301 PENOBSCOT DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-556-9300 MAIL ADDRESS: STREET 1: 301 PENOBSCOT DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 3 1 a3.xml 3 X0206 3 2019-07-28 0 0001131324 GENOMIC HEALTH INC GHDX 0001124140 EXACT SCIENCES CORP 441 CHARMANY DRIVE MADISON WI 53719 0 0 1 1 See Footnotes 1,2,3,4,5 Below common stock, par value $0.0001 per share 0 I See Footnotes On July 28, 2019, Genomic Health, Inc., a Delaware corporation ("Issuer"), entered into an agreement and plan of merger (the "Merger Agreement") with Exact Sciences Corporation, a Delaware corporation ("Exact Sciences"), and Spring Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Exact Sciences ("Merger Sub"). The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into Issuer (the "Merger"), with Issuer continuing as the surviving corporation and a wholly owned subsidiary of Exact Sciences. Exact Sciences may be deemed to have beneficial ownership of an aggregate of 9,596,023 shares of Common Stock, $0.0001 par value, of Issuer ("Common Stock," and such aggregate shares, the "Shares"), consisting of (i) 9,435,243 outstanding shares of Common Stock held by (A) Julian C. Baker, (B) Felix J. Baker, (C) FBB Associates, (D) Baker Brothers Life Sciences, L.P., (E) Baker/Tisch Investments, L.P. (F) 667, L.P., (G) 14159, L.P., (H) Baker Bros. Investments, L.P. and (I) Baker Bros. Investments II, L.P. (the foregoing (A) through (I), together, the "Stockholders") and (ii) 160,780 shares of Common Stock issuable in the aggregate upon the vesting and exercise of options to purchase Common Stock variously granted to certain Stockholders, as a result of entering into voting agreements, dated as of July 28, 2019 (the "Voting Agreements"). Copies of the forms of Voting Agreement that Exact Sciences entered into with each Stockholder were filed as exhibits to Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2019. Pursuant to the Voting Agreements, each such Stockholder (and such Stockholder's advisor, where applicable) agreed, among other things and subject to the terms and conditions therein, to vote all of such Stockholder's Shares in favor of the adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger, and against any alternative proposal. In addition, each Stockholder waived appraisal rights and provided an irrevocable proxy to Exact Sciences to vote in favor of the Merger, including by voting for the adoption of the Merger Agreement. The Voting Agreements do not limit or restrict the Stockholders solely in their capacities as directors or officers of Issuer from acting in such capacities. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by Exact Sciences that it is the beneficial owner of any of the Shares and any such beneficial ownership is expressly denied. Exact Sciences does not have any pecuniary interest in any of the Shares. /s/ D. Scott Coward, Senior Vice President, General Counsel, Chief Administrative Officer and Secretary 2019-08-07