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): January 20, 2010
ARIAD Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-21696 22-3106987
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) 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)
|_| 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
(a) On January 20, 2010, at a Special Meeting of Stockholders, the stockholders
of ARIAD Pharmaceuticals, Inc. (the "Company") approved an amendment (the
"Certificate of Amendment") to the Company's Certificate of Incorporation, as
amended, to increase the Company's authorized common stock from 145,000,000
shares to 240,000,000 shares. A total of 91,437,485 shares were represented at
the meeting. Of the 109,042,782 shares of common stock outstanding on the record
date, 65,712,520 shares, or 60.3%, voted in favor of approving the Certificate
of Amendment, 25,366,265 voted against approving the Certificate of Amendment
and 358,600 abstained. The Certificate of Amendment was filed with the
Secretary of State of the State of Delaware on January 20, 2010.
A copy of the Certificate of Amendment, reflecting the amendment to the
Company's Certificate of Incorporation, as amended, is attached hereto and is
being filed pursuant to this Item 5.03 as Exhibit 3.1 to this Current Report on
Form 8-K.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
- ------ -----------
3.1 Certificate of Amendment to the Certificate of Incorporation of ARIAD
Pharmaceuticals, Inc., as amended.
2
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/ Edward M. Fitzgerald
------------------------
Edward M. Fitzgerald
Senior Vice President, Chief Financial
Officer
Date: January 22, 2010
3
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
3.1 Certificate of Amendment to the Certificate of Incorporation of ARIAD
Pharmaceuticals, Inc., as amended.
4