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): April 14, 2020
Clovis Oncology, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware |
001-35347 |
90-0475355 |
||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
5500 Flatiron Parkway, Suite 100 Boulder, Colorado |
80301 |
|
|
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (303) 625-5000
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:
| ☐ | 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 |
||
|
Common Stock par Value $0.001 per Share |
CLVS |
The NASDAQ Global Select Market |
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 April 14, 2020, the Board of Directors of Clovis Oncology, Inc. (“the Company”) amended the Company’s Amended and Restated Bylaws (the “Bylaws Amendment”) to adopt a new Section 7.4: Exclusive Forum, a provision designating the federal district courts of the United States as the exclusive jurisdiction for any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.
The foregoing summary and description of the provisions of the Bylaws Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws Amendment, a copy of which is filed as Exhibit 3.1 with this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits:
|
3.1 |
Amendment No. 1 to the Amended and Restated Bylaws of Clovis Oncology, Inc. |
|||
|
104 |
Cover Page Interactive Data File (formatted as Inline XBRL) |
- 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.
Date: April 15, 2020
|
CLOVIS ONCOLOGY, INC. |
||
|
By: |
/s/ Paul Gross |
|
|
Name: |
Paul Gross |
|
|
Title: |
Executive Vice President and General Counsel |
|
- 3 -
Exhibit 3.1
AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED BYLAWS OF
CLOVIS ONCOLOGY, INC.
April 14, 2020
The Amended and Restated Bylaws of CLOVIS ONCOLOGY, INC. (the “Company”), are hereby amended by adding the following Section 7.4 in Article VII thereof:
“7.4 Exclusive Forum. Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. Any person or entity purchasing or otherwise acquiring or holding any interest in any security of the Company shall be deemed to have notice of and consented to this provision.”
The foregoing is certified as an amendment to the Amended and Restated Bylaws of the Company, as approved by the Board of Directors, and effective as of April 14, 2020.
|
/s/ Paul E. Gross |
| Paul E. Gross, Secretary |