-----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, M7u2PdO9jRQDEVoKAwfXhhR3A583ETVNl257TSdV83IFLSHYOhXXujtpwTseXb1J 1JA7N3zndaliBhrXKPw6nA== 0001181431-09-028980.txt : 20090604 0001181431-09-028980.hdr.sgml : 20090604 20090604171314 ACCESSION NUMBER: 0001181431-09-028980 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090604 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090604 DATE AS OF CHANGE: 20090604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MYRIAD GENETICS INC CENTRAL INDEX KEY: 0000899923 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 870494517 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26642 FILM NUMBER: 09874843 BUSINESS ADDRESS: STREET 1: 320 WAKARA WAY CITY: SALT LAKE CITY STATE: UT ZIP: 84108 MAIL ADDRESS: STREET 1: 320 WAKARA WAY CITY: SALT LAKE CITY STATE: UT ZIP: 84108 8-K 1 rrd245079.htm JUNE 4, 2009 RECORD DATE 8-K Prepared By R.R. Donnelley Financial -- Form 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):  06/04/2009
 
Myriad Genetics, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  0-26642
 
Delaware
  
87-0494517
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
320 Wakara Way
Salt Lake City, Utah 84108
(Address of principal executive offices, including zip code)
 
801-584-3600
(Registrant’s telephone number, including area code)
 
(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 8.01.    Other Events
 
On June 4, 2009 Myriad Genetics, Inc. (the Company) announced that its Board of Directors had set the shareholder of record and distribution dates in connection with the spin-off of its wholly owned subsidiary, Myriad Pharmaceuticals, Inc. Shareholders of record of the Company on June 17, 2009 will receive on June 30, 2009, a pro-rata dividend of one-quarter share of Myriad Pharmaceuticals, Inc. common stock for each share owned of the Company. Any fractional shares will be paid in cash.

The press release is being filed herewith as Exhibit 99.1 and the information contained therein is incorporated by reference into Item 8.01 of this Current Report on Form 8-K.

 
 
Item 9.01.    Financial Statements and Exhibits
 
(d)        The following exhibit is filed with this report:

Exhibit                         

Number         Description

99.1        Press release dated June 4, 2009.

 

 

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.
 
      
 
Myriad Genetics, Inc.
 
 
Date: June 04, 2009
     
By:
 
/s/    Peter D. Meldrum
               
Peter D. Meldrum
               
President and Chief Executive Officer
 
 

 

Exhibit Index
 
Exhibit No.
  
Description
EX-99.1
  
EX-99.1 2 rrd245079_28623.htm Contact:

Exhibit 99.1

Contact:

Suzanne Barton

Director, Investor Relations

(801) 584-1138

sbarton@myriad.com

FOR IMMEDIATE RELEASE 6/4/09, 4:05 PM EDT

MYRIAD GENETICS SETS RECORD AND DISTRIBUTION DATES

FOR sPIN-OFF OF myriad pHARMACEUTICALS

Salt Lake City, June 4, 2009 - Myriad Genetics, Inc. (NASDAQ: MYGN) announced today that its Board of Directors has set the shareholder of record and distribution dates in connection with the spin-off of its wholly owned subsidiary, Myriad Pharmaceuticals, Inc. Shareholders of record of Myriad Genetics, Inc. on June 17, 2009 will receive on June 30, 2009, a pro-rata dividend of one-quarter share of Myriad Pharmaceuticals, Inc. common stock for each share of Myriad Genetics, Inc. stock. Any fractional shares will be paid in cash.

Myriad Genetics, Inc. will continue to trade on the NASDAQ Global Select Market under the ticker symbol "MYGN" and is expected to begin trading ex-dividend two days prior to the record date. Shares of Myriad Pharmaceuticals, Inc. will be listed on the NASDAQ under the ticker symbol "MYRX". It is anticipated that these shares will begin trading "when issued" on NASDAQ on or prior to the record date, with any trades settling within three days after the distribution date.

"We believe separating these unique businesses will allow each company to better pursue its long-term strategic initiatives and compete more effectively in its respective market," stated Peter D. Meldrum, President and Chief Executive Officer of Myriad Genetics. "We are confident that this move is in the best interests of both companies and its stakeholders, and we wish our many talented and dedicated co-workers at Myriad Pharmaceuticals the very best in their endeavors."

After the distribution is completed, the two companies will operate as independent, well capitalized, highly focused entities. Myriad Genetics will continue as a global leader in the field of molecular diagnostics, with seven marketed products - BRACAnalysis, COLARIS, COLARIS AP, MELARIS, TheraGuide 5-FU, PREZEON and OnDose.

Myriad Pharmaceuticals will pursue development of unique, best-in-class therapeutic candidates in the areas of cancer and HIV. To facilitate the advancement of these research programs, Myriad Genetics will transfer $188 million to Myriad Pharmaceuticals.

"This is a very exciting time for Myriad Pharmaceuticals, and we welcome the opportunity of continuing to build a world class pharmaceutical company focused on novel therapies to treat life threatening diseases," said Adrian N. Hobden, President and Chief Executive Officer of Myriad Pharmaceuticals.

The registration statement on Form 10 has been filed by Myriad Pharmaceuticals, Inc. with the Securities and Exchange Commission, and the Company expects to announce the effective date in the near future. Further, it is anticipated that a Private Letter Ruling from the Internal Revenue Service regarding the tax-free nature of the spin-off will be received by the Company prior to the June 30 distribution date.

About Myriad Pharmaceuticals

Myriad Pharmaceuticals, Inc. is a biopharmaceutical company focused on the development of best-in-class therapeutic products.

About Myriad Genetics

Myriad Genetics, Inc. is a leading healthcare company focused on the development and marketing of novel molecular diagnostic products. Myriad's news and other information are available on the Company's Web site at www.myriad.com.

Myriad, the Myriad logo, BRACAnalysis, Colaris, Colaris AP, Melaris, TheraGuide, Prezeon, OnDose, Azixa and Vivecon are trademarks or registered trademarks of Myriad Genetics, Inc. in the United States and foreign countries.

MYGN-G

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the anticipated shareholder of record and distribution dates in connection with the spin-off of the Company's wholly owned subsidiary, Myriad Pharmaceuticals, Inc.; the anticipated pro-rata dividend, on June 30, 2009, of one-quarter share of Myriad Pharmaceuticals, Inc. common stock for each share of the Company's stock to the shareholders of record of Myriad Genetics, Inc. on June 17, 2009; the payment of any fractional shares in cash; the continued trading of the Company's stock on the NASDAQ Global Select Market under the ticker symbol "MYGN" and the expectation that the Company's stock will begin trading ex-dividend two days prior to the anticipated June 17, 2009 record date; the listing of the shares of Myriad Pharmaceuticals, Inc. on the NASDAQ under the ticker symbol &quo t;MYRX"; the anticipation that the Myriad Pharmaceuticals, Inc. shares will begin trading "when issued" on NASDAQ on or prior to the June 17, 2009 record date, with any trades settling within three days after the distribution date; the Company's belief that separating these unique businesses will allow each company to better pursue its long-term strategic initiatives and compete more effectively in its respective market; the Company's confidence that that this move is in the best interests of both companies and its stakeholders; the anticipation that after the distribution is completed, the two companies will operate as independent, well capitalized, highly focused entities, and that the Company will continue as a global leader in the field of molecular diagnostics, with seven marketed products - BRACAnalysis, COLARIS, COLARIS AP, MELARIS, TheraGuide 5-FU, PREZEON and OnDose; the pursuit by Myriad Pharmaceuticals of the development of unique, best-in-class therapeutic candidates in the area s of cancer and HIV; the transfer by the Company of $188 million to Myriad Pharmaceuticals to facilitate the advancement of its research programs; the opportunity of continuing to build a world class pharmaceutical company focused on novel therapies to treat life threatening diseases; the expectation to receive and announce an effective date in the near future for the Form 10 registration statement filed by Myriad Pharmaceuticals with the Securities and Exchange Commission; and the anticipation that a favorable Private Letter Ruling from the Internal Revenue Service regarding the tax-free nature of the spin-off will be received by the Company prior to the June 30 distribution date. These "forward-looking statements" are based on management's current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by forward-looking statements. These risks and uncertainties incl ude, but are not limited to: the risk that we may not receive the necessary regulatory approvals to carryout the spin-off of Myriad Pharmaceuticals, Inc.; the risk that we may not receive a favorable Private Letter Ruling from the Internal Revenue Service regarding the tax-free nature of the spin-off transaction; the risk that we may be unable to carryout, or may have to delay to a later date, the spin-off of Myriad Pharmaceuticals, Inc.; the risk that we may be unable to further identify, develop and achieve commercial success for new products and technologies; the risk that we may be unable to discover drugs that are safer and more efficacious than our competitors; the risk that we may be unable to develop and maintain manufacturing or laboratory processing capabilities for our products; the risk that sales of our existing molecular diagnostic products may decline or not continue to increase at historical rates; the risk that we may be unable to develop additional molecular diagnostic products that help as sess which patients are subject to greater risk of developing diseases and who would therefore benefit from new preventive therapies; the possibility of delays in the research and development necessary to select drug development candidates and delays in clinical trials; the risk that clinical trials may not result in marketable products; the risk that we may be unable to successfully finance and secure regulatory approval of and market our drug candidates, or that clinical trials will not be completed on the timelines we have estimated; uncertainties about our ability to obtain new corporate collaborations and acquire new technologies on satisfactory terms, if at all; the development of competing products and services; the risk that we may be unable to protect our proprietary technologies; the risk of patent-infringement claims; risks of new, changing and competitive technologies and regulations in the United States and internationally; and other factors discussed under the heading "Risk Factors" contained i n Item 1A in our Annual Report on Form 10-K for the year ended June 30, 2008, which has been filed with the Securities and Exchange Commission, as well as any updates to those risk factors filed from time to time in our Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. All information in this press release is as of the date of the release, and Myriad undertakes no duty to update this information unless required by law.

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