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): October 21, 2005
EXACT SCIENCES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
000-32179 |
| 02-0478229 |
(Commission File Number) |
| (IRS Employer Identification No.) |
100 Campus Drive, Marlborough, Massachusetts |
| 01752 |
(Address of Principal Executive Offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (508) 683-1200
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):
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On October 21, 2005 Exact Sciences Corporation amended its Executive Cash Incentive Plan (the “Plan”) to provide that up to 50% of any incentive payment under the Plan that would have been awarded in shares of common stock, may, in lieu of such common stock grant, be paid out in cash (the “Cash Amount”). Under such circumstances, pursuant to the amended Plan, the portion of such incentive payment that is awarded in shares of common stock will vest 50% on each of the first and second anniversaries of the award.
Item 2.02 Results of Operations and Financial Condition.
On October 24, 2005, Exact Sciences Corporation announced its financial results for the three and nine months ended September 30, 2005. A copy of the press release is being furnished as Exhibit 99.1 to this Report on Form 8-K.
The information in this Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits:
99.1 Press Release issued by the Company on October 24, 2005, furnished herewith.
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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.
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| EXACT Sciences Corporation | ||||
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October 24, 2005 |
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| By: | /s/ Harry W. Wilcox, III | |
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| Harry W. Wilcox, III | ||
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| Senior Vice President, Chief Financial Officer and Treasurer | ||
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EXHIBIT INDEX
| Description | |
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99.1 |
| Press Release issued by the Company on October 24, 2005, furnished herewith. |
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