UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 25, 2008
AMAG PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-14732 |
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04-2742593 |
(Commission File Number) |
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(IRS Employer Identification No.) |
100 Hayden Avenue |
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Lexington, Massachusetts |
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02421 |
(Address of principal executive offices) |
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(Zip Code) |
(617) 498-3300
(Registrants telephone number, including area code)
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; Changes in Fiscal Year.
On November 25, 2008, the Board of Directors of AMAG Pharmaceuticals, Inc., or the Company, amended the Amended and Restated Bylaws of the Company, or the Bylaws, in order to provide a more orderly process for the nomination and election of directors and the introduction of other business at meetings of stockholders, including the addition of advance notice provisions.
Article 1, Section 1.2 was expanded to, among other things, specify the process by which nominations of directors or the proposal of business, other than the election of directors, may be made at an annual meeting of stockholders. The amended Bylaws also specify advance notice deadlines that establish when a stockholder must notify the Company in writing that it intends to nominate a director or propose other business at an annual meeting of stockholders. The Bylaws provide that in order to be timely, a stockholders notice must be delivered to the Secretary of the Company at its principal executive offices not later than the close of business on the ninetieth day nor earlier than the close of business on the one hundred twentieth day prior to the first anniversary of the preceding years annual meeting; provided, however, that if the date of the annual meeting is advanced more than thirty days prior to or delayed by more than thirty days after the anniversary of the preceding years annual meeting, such notice by the stockholder must be delivered not earlier than the close of business on the one hundred twentieth day prior to such annual meeting and not later than the close of business on the later of the ninetieth day prior to such annual meeting or the tenth day following the day on which public announcement of such meeting date is first made.
As a result of the amendments to the Bylaws, for the Companys 2009 annual meeting, to be timely, a stockholders notice must be delivered to the Companys principal executive offices not earlier than the close of business on January 6, 2009 and not later than the close of business on February 5, 2009.
The Bylaws were also amended to allow the chairman of any meeting of stockholders to adjourn the meeting to any other time and to any other place at which a meeting of stockholders may be held under the Companys Bylaws.
Other provisions of the amended Bylaws include the authorization of delivery of notices of meetings of the board of directors by additional means including orally, in writing, via a voice-messaging system, email or by facsimile and the elimination of the requirement for a specified time period for advance notice of regular meetings of the board of directors.
A copy of the Companys Bylaws, as amended, is attached hereto and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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The Company hereby files the following exhibit:
3.1 Copy of Amended and Restated Bylaws, as amended to date.
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AMAG PHARMACEUTICALS, INC. |
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By: |
/s/ Joseph L. Farmer |
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Joseph L. Farmer |
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General Counsel and Senior Vice |
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President of Legal Affairs |
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Date: November 28, 2008 |
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EXHIBIT INDEX
Exhibit Number |
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Description |
3.1 |
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Copy of Amended and Restated Bylaws, as amended to date. |
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