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): February 12, 2021
AMNEAL PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-38485 | 32-0546926 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
400 Crossing Blvd
Bridgewater, NJ 08807
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (908) 947-3120
N/A
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Class A Common Stock, par value $0.01 per share | AMRX | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 12, 2021, the Board of Directors (the “Board”) of Amneal Pharmaceuticals, Inc. (the “Company”), upon recommendation of the Nominating and Corporate Governance Committee of the Board, approved amendments (the “Amendments”) to the Amended and Restated Bylaws of the Company (as amended, the “Bylaws”). As previously disclosed, during the year ended December 31, 2019, the Company converted all of its issued and outstanding shares of Class B-1 Common Stock into shares of Class A Common Stock pursuant to its Restated Certificate of Incorporation. Such shares of Class B-1 Common Stock were retired and may not be reissued by the Company. Accordingly, the Amendments eliminate references to the Class B-1 Common Stock. In addition, the Amendments make other minor, immaterial changes and clarifications with respect to the information to be provided by prospective director nominees and the officer titles required under the Bylaws.
This general description of the Amendments is qualified in its entirety by reference to the full text of the Bylaws, filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein. In addition, a marked copy of the Bylaws showing all Amendments is attached as Exhibit 3.2.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit | Description | |
3.1 | Amended and Restated Bylaws of Amneal Pharmaceuticals, Inc., effective as of February 12, 2021 | |
3.2 | Amended and Restated Bylaws of Amneal Pharmaceuticals, Inc., marked to show amendments effective as of February 12, 2021 | |
104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document) |
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.
Date: February 16, 2021 | AMNEAL PHARMACEUTICALS, INC. | |||
By: | /s/ Stephen J. Manzano | |||
Name: | Stephen J. Manzano | |||
Title: | Senior Vice President, General Counsel and Corporate Secretary |