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): May 21, 2015
AMAG PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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001-10865 |
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04-2742593 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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1100 Winter Street |
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Waltham, Massachusetts |
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02451 |
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(Address of principal executive offices) |
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(Zip Code) |
(617) 498-3300
(Registrant’s 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Option Plan Amendment
On May 21, 2015, AMAG Pharmaceuticals, Inc. (the “ Company ”) held its 2015 Annual Meeting of Stockholders (the “ 2015 Annual Meeting ”). At the 2015 Annual Meeting, the Company’s stockholders approved the First Amendment (the “ Plan Amendment ”) to the AMAG Pharmaceuticals, Inc. Third Amended and Restated 2007 Equity Incentive (the “ Plan ”) to, among other things, increase the number of shares of common stock available for issuance thereunder by 1,700,000 shares. The Plan Amendment previously had been approved, subject to stockholder approval, by the Company’s Board of Directors.
The Company’s officers and directors are among the persons eligible to receive awards under the Plan, as amended, in accordance with the terms and conditions thereunder. A detailed summary of the Plan and the Plan Amendment is set forth in the Company’s Definitive Proxy Statement on Schedule 14A for the 2015 Annual Meeting filed with the Securities and Exchange Commission on April 16, 2015 (the “ Proxy Statement ”) under the caption “Proposal 3: Approval of the First Amendment to the AMAG Pharmaceuticals, Inc. Third Amended and Restated 2007 Equity Incentive Plan”, which summary is incorporated herein by reference. That detailed summary of the Plan and Plan Amendment, and the foregoing description of the Plan Amendment, are qualified in their entirety by reference to (i) the full text of the Plan, a copy of which is attached as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 19, 2013 and (ii) the full text of the Plan Amendment, a copy of which is attached as Appendix B to the Proxy Statement, and in each case, incorporated herein by reference.
Employee Stock Purchase Plan
On May 21, 2015, at the 2015 Annual Meeting, the Company’s stockholders approved the adoption of the AMAG Pharmaceuticals, Inc. 2015 Employee Stock Purchase Plan (the “ ESPP ”) and the reservation of 200,000 shares of common stock available for issuance thereunder.
The ESPP previously had been approved, subject to stockholder approval, by the Board of Directors of the Company. The ESPP became effective immediately upon stockholder approval at the Annual Meeting.
A more detailed summary of the material features of the ESPP is set forth in the Proxy Statement under the caption “Proposal 4: Approval of the AMAG Pharmaceuticals, Inc. 2015 Employee Stock Purchase Plan.” That summary and the foregoing description are each qualified in its entirety by reference to the text of the ESPP, which is attached as Appendix C to the Proxy Statement and which is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 21, 2015, at the 2015 Annual Meeting, the Company’s stockholders approved a Certificate of Amendment (the “ Certificate ”) to the Company’s Restated Certificate of Incorporation. The Certificate provides for an increase in the number of authorized shares of the Company’s common stock, par value $0.01 per share, from 58,750,000 to 117,500,000 and was filed with the Secretary of State of the State of Delaware and became effective following the 2015 Annual Meeting on May 21, 2015.
The foregoing description of the Certificate is qualified in its entirety by reference to the copy of the Certificate filed as Exhibit 3.1 to this Form 8-K, which is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As disclosed above, on May 21, 2015, the Company held its 2015 Annual Meeting. As of March 27,
2015, the record date for the 2015 Annual Meeting, 30,529,340 shares of the Company’s common stock were issued and outstanding, of which 27,783,617 shares were represented, in person or by proxy, at the 2015 Annual Meeting, constituting a quorum. The following proposals, which are described in detail in the Proxy Statement, were voted upon and approved at the 2015 Annual Meeting:
1. To elect the following persons as directors to serve until the next Annual Meeting and until their successors have been elected and qualified based upon the following votes:
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Votes For |
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Withheld |
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Abstentions |
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Broker Non-Votes |
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William K. Heiden |
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24,685,765 |
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37,428 |
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0 |
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3,060,424 |
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Barbara Deptula |
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24,645,977 |
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77,216 |
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0 |
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3,060,424 |
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John A. Fallon, M.D. |
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24,685,786 |
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37,407 |
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0 |
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3,060,424 |
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Robert J. Perez |
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24,671,652 |
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51,541 |
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0 |
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3,060,424 |
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Lesley Russell, MB.Ch.B., MRCP |
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24,468,506 |
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254,687 |
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0 |
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3,060,424 |
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Gino Santini |
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24,469,797 |
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253,396 |
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0 |
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3,060,424 |
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Davey S. Scoon |
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24,365,852 |
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357,341 |
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0 |
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3,060,424 |
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James R. Sulat |
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24,637,425 |
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85,768 |
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0 |
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3,060,424 |
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2. To approve an amendment to the Company’s Certificate of Incorporation, as amended and restated and currently in effect, to increase the number of authorized shares of the Company’s common stock from 58,750,000 shares to 117,500,000 shares.
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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26,900,570 |
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568,178 |
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314,869 |
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0 |
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3. To approve the First Amendment to the AMAG Pharmaceuticals, Inc. Third Amended and Restated 2007 Equity Incentive Plan to, among other things, increase the number of shares of the Company’s common stock available for issuance thereunder by 1,700,000 shares.
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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18,132,969 |
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6,364,292 |
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225,932 |
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3,060,424 |
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4. To approve the adoption of the AMAG Pharmaceuticals, Inc. 2015 Employee Stock Purchase Plan and the reservation of 200,000 shares of common stock available for issuance thereunder.
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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24,645,660 |
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67,368 |
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10,165 |
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3,060,424 |
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5. To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement based upon the following votes:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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24,477,186 |
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234,300 |
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11,707 |
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3,060,424 |
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6. To ratify the amendment to the Company’s Rights Agreement, dated as of September 4, 2009, as amended, to help preserve the value of the Company’s net operating loss carryforwards and certain other deferred tax assets.
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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23,266,891 |
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1,439,615 |
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16,687 |
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3,060,424 |
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7. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015, based upon the following votes:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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27,640,044 |
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133,530 |
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10,043 |
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0 |
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Item 8.01 Other Events.
On May 28, 2015, the Company announced that it has received a complete response letter from the U.S. Food and Drug Administration (the “ FDA ”) regarding its manufacturing supplement seeking approval for a single-dose vial of Makena ® (hydroxyprogesterone caproate injection). A complete response letter is a communication from the FDA that informs companies that an application cannot be approved in its present form. In the letter, the FDA requested additional information related to manufacturing procedures for the single-dose vial at the Company’s third-party manufacturer, Coldstream Laboratories, Inc. The Company remains committed to commercializing a single-dose vial of Makena and plans to work with the FDA on a timely response.
Makena, the only FDA-approved treatment indicated to reduce the risk of preterm birth in women who are pregnant with one baby and who have spontaneously delivered one preterm baby in the past, is currently marketed in a multi-dose vial, containing five weekly injections. The FDA’s letter has no impact on the currently marketed version of the product. The Company continues to plan for a commercial launch of the single-dose vial now in the fourth quarter of 2015.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No. |
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Description |
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3.1 |
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Certificate of Amendment to Restated Certificate of Incorporation of AMAG Pharmaceuticals, Inc. as filed on May 21, 2015 with the Delaware Secretary of State. |
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 thereunto duly authorized.
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AMAG PHARMACEUTICALS, INC. |
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By: |
/s/ Scott B. Townsend |
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Scott B. Townsend |
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General Counsel and Senior Vice President of Legal Affairs |
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Date: May 28, 2015 |
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED
CERTIFICATE OF INCORPORATION
OF
AMAG PHARMACEUTICALS, INC.
Pursuant to Section 242
of the General Corporation Law
of the State of Delaware
AMAG Pharmaceuticals, Inc. (the “ Corporation ”), organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “ DGCL ”),
DOES HEREBY CERTIFY :
1. That the name of the Corporation is AMAG Pharmaceuticals, Inc. and that the Corporation was originally incorporated pursuant to the DGCL on November 9, 1981 under the name BioClinical Group, Inc.
2. That the Corporation filed with the Secretary of State of the State of Delaware its original certificate of incorporation on November 9, 1981 (the “ Original Certificate ”). The Original Certificate was (a) renewed by that certain Certificate of Renewal on December 13, 1983, (b) amended to change the Corporation’s name from “BioClinical Group, Inc.” to “Advanced Magnetics, Inc.” by that certain Certificate of Amendment on December 13, 1983, (c) amended by that certain Certificate of Amendment on April 28, 1986, (d) amended by that certain Certificate of Amendment on February 12, 1987, (e) amended by that certain Certificate of Ownership and Merger on November 30, 1990, (f) amended by that certain Certificate of Amendment on March 10, 1992, (g) amended by that certain Certificate of Amendment on February 8, 2006, (h) amended to change the Corporation’s name from “Advanced Magnetics, Inc.” to “AMAG Pharmaceuticals, Inc.” by that certain Certificate of Ownership and Merger on July 24, 2007, (i) amended by that certain Certificate of Amendment on May 7, 2008, and (j) supplemented by that certain Certificate of Designation on September 4, 2009 (such certificate of incorporation, as so amended, renewed and supplemented, and as restated on April 12, 2010, the “ Current Certificate of Incorporation ”).
3. That the Board of Directors of the Corporation duly adopted resolutions at a meeting of the Board of Directors in accordance with Section 242 of the General Corporation Law of the State of Delaware proposing an amendment to the Current Certificate of Incorporation, and declaring said amendment to be advisable. The stockholders of the Corporation duly approved said proposed amendment in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware. The resolutions setting forth the amendment are as follows:
RESOLVED : That the Corporation amend its Current Certificate of Incorporation so that, as amended, paragraph (A) of Article FOURTH thereof shall be replaced in its entirety by the following paragraph:
“ (A) This Corporation is authorized to issue two classes of stock to be designated respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is 119,500,000 shares, $.01 par value per share, of which 117,500,000 shares shall be Common Stock and 2,000,000 shares shall be Preferred Stock.”
[The remainder of this page is intentionally left blank]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its President this 21 st day of May, 2015.
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AMAG PHARMACEUTICALS, INC. |
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By: |
/s/ Frank E. Thomas |
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Name: |
Frank E. Thomas |
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Title: |
President and Chief Operating Officer |
[Signature Page to Certificate of Amendment to the Restated Certificate of Incorporation — AMAG Pharmaceuticals, Inc.]