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): October 6, 2020
Seattle Genetics, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 0-32405 | 91-1874389 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S Employer Identification No.) |
21823 30th Drive SE
Bothell, Washington 98021
(Address of principal executive offices, including zip code)
(425) 527-4000
(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 (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)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
| Common Stock, par value $0.001 | SGEN | The Nasdaq Stock Market LLC |
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. |
Seattle Genetics, Inc. (the “Company”) changed its corporate name to “Seagen Inc.” by filing a Certificate of Amendment of the Fourth Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware (the “Name Change”) on October 6, 2020. The amendment was effected pursuant to Section 242 of the Delaware General Corporation Law, which permits such amendments to be adopted by a corporation’s Board of Directors without stockholder approval. The Name Change was approved by the Company’s Board of Directors on September 10, 2020.
The Name Change does not affect the rights of the Company’s security holders. The Company’s common stock will continue to trade on The Nasdaq Global Select Market under the symbol “SGEN” and the Company’s new name of “Seagen Inc.” will replace “Seattle Genetics, Inc.” on The Nasdaq Global Select Market commencing on October 9, 2020.
The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 and incorporated by reference herein.
| Item 9.01. |
Financial Statements and Exhibits. |
|
Exhibit
No. |
Description |
|
| 3.1 | Certificate of Amendment of the Fourth Amended and Restated Certificate of Incorporation of Seattle Genetics, Inc. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
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.
| SEATTLE GENETICS, INC. | ||||||
| Date: October 8, 2020 | By: |
/s/ Jean I. Liu |
||||
| Jean I. Liu | ||||||
| Executive Vice President, Legal Affairs & General Counsel | ||||||
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
FOURTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SEATTLE GENETICS, INC.
SEATTLE GENETICS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), hereby certifies that:
FIRST: The name of the Corporation is Seattle Genetics, Inc. (the “Corporation”).
SECOND: The date of filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was July 15, 1997.
THIRD: This Certificate of Amendment of the Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) amends the Corporation’s Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on March 7, 2001, as amended to date (the “Prior Certificate”), and has been duly adopted by the Corporation’s Board of Directors in accordance with the provisions of Section 242 of the DGCL
FOURTH: Article I of the Prior Certificate is hereby amended and restated to read in its entirety as follows:
“Article I – The name of this corporation is Seagen Inc. (the “Corporation”).”
IN WITNESS WHEREOF, SEATTLE GENETICS, INC. has caused this Certificate of Amendment to be signed by its Chief Financial Officer this 6th day of October, 2020.
| SEATTLE GENETICS, INC. | ||
| By: |
/s/ Todd E. Simpson |
|
| Todd E. Simpson | ||
| Chief Financial Officer | ||