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): March 17, 2016
ARIAD Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-36172 | | 22-3106987 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer 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) |
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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 March 17, 2016, ARIAD Pharmaceuticals, Inc. (“ARIAD” or the “Company”) entered into an Amendment (the “Amendment”) to the Agreement, dated as of April 28, 2015 (the “Settlement Agreement”), between the Company and Sarissa Capital Management LP, Sarissa Capital Domestic Fund LP, Sarissa Capital Offshore Master Fund LP, Sarissa Capital Fund GP LP and Sarissa Capital Offshore Fund GP LLC (collectively, the “Sarissa Group”).
Pursuant to the Amendment, the standstill period under the Settlement Agreement was terminated on March 17, 2016, and the Sarissa Group has agreed that it and its affiliates will not give notice in accordance with the Company’s bylaws of the nomination of directors or proposal of other business for ARIAD’s 2016 annual meeting of stockholders.
The foregoing is a summary of the terms of the Amendment. The summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) The following exhibits are filed with this report:
Exhibit
No. | | Description |
| | | |
| 10.1 | | Amendment, dated as of March 17, 2016, between ARIAD Pharmaceuticals, Inc. and Sarissa Capital Management LP, Sarissa Capital Domestic Fund LP, Sarissa Capital Offshore Master Fund LP, Sarissa Capital Fund GP LP and Sarissa Capital Offshore Fund GP LLC |
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/ Thomas J. DesRosier | |
| | | Name: Thomas J. DesRosier | |
| | | Title: Executive Vice President, Chief Legal and | |
| | | Administrative Officer | |
Exhibit Index
Exhibit
No. | | Description |
| | | |
| 10.1 | | Amendment, dated as of March 17, 2016, between ARIAD Pharmaceuticals, Inc. and Sarissa Capital Management LP, Sarissa Capital Domestic Fund LP, Sarissa Capital Offshore Master Fund LP, Sarissa Capital Fund GP LP and Sarissa Capital Offshore Fund GP LLC |
