-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bzb/adOCGKatqtV4rKj/YLTfpGeHI0LABysqHAUJK046r7X5Egn+aPY+76ijIJCc JOAAszOE1Yd9twmzJQUNmw== 0001157523-10-000266.txt : 20100122 0001157523-10-000266.hdr.sgml : 20100122 20100122163047 ACCESSION NUMBER: 0001157523-10-000266 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100120 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100122 DATE AS OF CHANGE: 20100122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARIAD PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000884731 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 223106987 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21696 FILM NUMBER: 10542322 BUSINESS ADDRESS: STREET 1: 26 LANDSDOWNE ST CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6174940400 MAIL ADDRESS: STREET 1: 26 LANDSDOWNE CITY: CAMBRIDGE STATE: MA ZIP: 02139 8-K 1 a6151914.txt ARIAD PHARMACEUTICALS, INC. 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): January 20, 2010 ARIAD Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 0-21696 22-3106987 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 26 Landsdowne Street, Cambridge, Massachusetts 02139 (Address of principal executive offices) (Zip Code) Registrant's 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): |_| 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 (a) On January 20, 2010, at a Special Meeting of Stockholders, the stockholders of ARIAD Pharmaceuticals, Inc. (the "Company") approved an amendment (the "Certificate of Amendment") to the Company's Certificate of Incorporation, as amended, to increase the Company's authorized common stock from 145,000,000 shares to 240,000,000 shares. A total of 91,437,485 shares were represented at the meeting. Of the 109,042,782 shares of common stock outstanding on the record date, 65,712,520 shares, or 60.3%, voted in favor of approving the Certificate of Amendment, 25,366,265 voted against approving the Certificate of Amendment and 358,600 abstained. The Certificate of Amendment was filed with the Secretary of State of the State of Delaware on January 20, 2010. A copy of the Certificate of Amendment, reflecting the amendment to the Company's Certificate of Incorporation, as amended, is attached hereto and is being filed pursuant to this Item 5.03 as Exhibit 3.1 to this Current Report on Form 8-K. ITEM 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description - ------ ----------- 3.1 Certificate of Amendment to the Certificate of Incorporation of ARIAD Pharmaceuticals, Inc., as amended. 2 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. ARIAD Pharmaceuticals, Inc. By: /s/ Edward M. Fitzgerald ------------------------ Edward M. Fitzgerald Senior Vice President, Chief Financial Officer Date: January 22, 2010 3 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 3.1 Certificate of Amendment to the Certificate of Incorporation of ARIAD Pharmaceuticals, Inc., as amended. 4 EX-3.1 2 a6151914ex3_1.txt EXHIBIT 3.1 Exhibit 3.1 ----------- CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF ARIAD PHARMACEUTICALS, INC. It is hereby certified that: FIRST: The name of the corporation is ARIAD Pharmaceuticals, Inc. (the "Corporation"). SECOND: The Certificate of Incorporation of the Corporation was filed on April 12, 1991 under the name ARIAD Corporation. Thereafter the Certificate of Incorporation was amended by Certificates of Amendment filed on April 16, 1991, May 3, 1991, which changed the name of the Corporation to ARIAD Pharmaceuticals, Inc., January 15, 1992, April 8, 1994, October 7, 1994, Certificates of Designation filed on December 16, 1994, March 18, 1997, November 9, 1998 and June 19, 2000, and a Certificate of Amendment filed on June 25, 2004, and a Certificate of Merger was filed on September 12, 2008. The Certificate of Incorporation, as amended, is hereby further amended by striking out the first paragraph of Section 4 in its entirety and by substituting in lieu thereof the following: "4. Number of Shares. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 250,000,000 shares, consisting of 240,000,000 shares of common stock, $.001 par value per share (the "Common Stock") and 10,000,000 shares of preferred stock, $.01 par value per share (the "Preferred Stock")." THIRD: The amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 228 and Section 242 of the General Corporation Law of the State of Delaware. EXECUTED, effective as of this 20th day of January 2010. ARIAD PHARMACEUTICALS, INC. By: /s/ Harvey J. Berger ------------------------ Harvey J. Berger, M.D. Chairman and Chief Executive Officer 1 -----END PRIVACY-ENHANCED MESSAGE-----