0001157523-11-003127.txt : 20110513 0001157523-11-003127.hdr.sgml : 20110513 20110513162229 ACCESSION NUMBER: 0001157523-11-003127 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110512 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110513 DATE AS OF CHANGE: 20110513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYAX CORP CENTRAL INDEX KEY: 0000907562 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 043053198 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24537 FILM NUMBER: 11841339 BUSINESS ADDRESS: STREET 1: ONE KENDALL SQ BLDG 600 5TH FL CITY: CAMBRIDGE STATE: MA ZIP: 02139 MAIL ADDRESS: STREET 1: ONE KENDALL SQ BLDG 600 STREET 2: 5TH FL CITY: CAMBRIDGE STATE: MA ZIP: 02139 FORMER COMPANY: FORMER CONFORMED NAME: BIOTAGE INC DATE OF NAME CHANGE: 19951117 8-K 1 a6722355.htm DYAX CORP. 8-K a6722355.htm
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): May 12, 2011
 
DYAX CORP.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
000-24537
04-3053198
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
300 Technology Square
Cambridge, MA  02139
(Address of Principal Executive Offices)  (Zip Code)
 
(617) 225-2500
(Registrant's telephone number, including area code)
 
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:
 
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.

Effective May 12, 2011, Dyax Corp. (the “Company”) amended its Amended and Restated Certificate of Incorporation to increase the number of authorized shares of its common stock from 125,000,000 shares to 200,000,000 shares.

The Company’s Certificate of Amendment to Amended and Restated Certificate of Incorporation that implemented this amendment is included in this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07                      Submission of Matters to a Vote of Security Holders.

On May 12, 2011, the Company held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”).  At the Annual Meeting, the stockholders of the Company voted on the following five proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Common on April 13, 2011 (the “Proxy”).

Proposal No. 1:  Elect Three Class II Directors to Serve until the 2014 Annual Meeting.  The following individuals were re-elected as Class II directors of the Company:

 
Name of Director Nominees
  
Number of
Votes For
    
Number of
Votes Withheld
  
James W. Fordyce
     59,387,449       6,708,640  
Mary Ann Gray
     59,470,910       6,625,179  
Thomas L. Kempner
     59,195,841       6,900,248  



Proposal No. 2:  Approve on a Non-Binding, Advisory Basis of the Executive Compensation.  The stockholders approved, on a non-binding advisory basis, the Company’s executive compensation as disclosed in the Proxy.

For
    
Against
    
Abstain
    
Broker Non-Votes
  
  40,963,921       23,285,278       1,846,890       20,628,717  

Proposal No. 3:  Approve on a Non-Binding, Advisory Basis on the Frequency of the Advisory Vote on Executive Compensation.  The stockholders recommended, on a non-binding advisory basis, that a stockholder advisory vote on the Company’s executive compensation should occur every three years.

3 Years
    
2 Years
    
1 Year
    
Abstain
    
Broker Non-Votes
  
  39,708,657       145,045       24,453,077       1,789,310       20,628,717  

Proposal No. 4:  Amendment of the Amended and Restated Certificate of Incorporation.  The Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock was approved.

For
    
Against
    
Abstain
    
Broker Non-Votes
  
  75,549,495       10,286,613       888,698       0  
 
 
 
 
 

 
Proposal No. 5:  Ratify the Appointment of Dyax’s Independent Registered Public Accounting Firm.  The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.

For
    
Against
    
Abstain
    
Broker Non-Votes
  
  86,401,935       163,912       158,956       0  


Dyax to Hold a Triennial Vote on Executive Compensation

In light of the voting results with respect to the frequency of stockholder votes on executive compensation, our Board of Directors has determined that the Company will hold a triennial advisory vote on executive compensation, at least until the next required advisory stockholder vote on the frequency of the Company’s stockholder voting on executive compensation, or until the Board of Directors determines it is in the best interest of the Company to hold such vote with a different frequency.
 

 
Item 9.01.                      Financial Statements and Exhibits.

(d)           Exhibits.

 
3.1
Certificate of Amendment of the Company’s Amended and Restated Certificate of Incorporation.

 
 
 
 
 
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.
 
 
DYAX CORP.
  
       
Dated:    May 12, 2011  
By:
/s/ George V. Migausky  
   
George V. Migausky
  
   
Executive Vice President and
  
   
Chief Financial Officer
  
 
 
 
 
 EX-3.1 2 a6722355ex3-1.htm EXHIBIT 3.1 a6722355ex3-1.htm
Exhibit 3.1
 
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
DYAX CORP.
(Pursuant to Section 242 of the
General Corporation Law of the State of Delaware)
 
Dyax Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),
 
DOES HEREBY CERTIFY:
 
1.           That the Corporation was incorporated under the name Biotage, Inc., pursuant to an original Certificate of Incorporation filed with the Secretary of State of the State of Delaware on May 26, 1989.
 
2.           That an Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of the State of Delaware on May 20, 2004 and later corrected by a Corrected Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on October 10, 2008 (the “Amended and Restated Certificate of Incorporation”).

3.           That the Board of Directors duly adopted a resolution proposing to amend the Amended and Restated Certificate of Incorporation, declaring said amendment to be advisable and in the best interests of the Corporation and its stockholders, and authorizing the appropriate officers of the Corporation to solicit the consent of the stockholders therefore.
 
4.           That thereafter the Annual Meeting of Stockholders of the Corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment of the Amended and Restated Certificate of Incorporation.
 
5.           That, accordingly, the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by changing the first paragraph of the Article thereof numbered “FOURTH” so that, as amended, the first paragraph of said Article shall be read as follows:
 
FOURTH:  The Corporation shall be authorized to issue Two Hundred One Million (201,000,000) shares of capital stock, which shall be divided into Two Hundred Million (200,000,000) shares of Common Stock, par value $0.01 per share, and One Million (1,000,000) shares of Preferred Stock, par value $0.01 per share.
 
6.           That said amendment of the Amended and Restated Certificate of Incorporation of the Corporation was duly adopted in accordance with Section 242 of the General Corporation Law.
 
 
 
 
 
IN WITNESS WHEREOF, this Certificate of Amendment of the Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of Dyax Corp. on this 12th day of May 2011.

     
       
 
By:
/s/ George V. Migausky  
    Name:  George V. Migausky  
    Title:    EVP and Chief Financial Officer