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): July 18, 2007

BioCryst Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
         
Delaware   000-23186   62-1413174
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
2190 Parkway Lake Drive, Birmingham, Alabama
  35244
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (205) 444-4600
 
 
(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:

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))

 
 

 

 

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Item 5.03 Amendments to Articles of Incorporation:

On July 18, 2007 BioCryst Pharmaceuticals, Inc. filed a Certificate of Amendment to the Third Restated Certificate of Incorporation. This amendment was approved by the stockholders at the Annual Meeting held on May 16, 2007 and amends the first paragraph of Article FOURTH as follows:

FOURTH. The total number of shares of all classes of stock which the Corporation shall have authority to issue is One Hundred Million (100,000,000) shares consisting of (i) Ninety-Five Million (95,000,000) shares of Common Stock, $0.01 par value per share (“Common Stock”), and (ii) Five Million (5,000,000) shares of Preferred Stock, $0.01 par value per share (“Preferred Stock”), of which Forty-Five Thousand (45,000) shares are designated Series B Junior Participating Preferred Stock.

The Third Restated Certificate of Incorporation previously authorized Fifty Million (50,000,000) shares consisting of (i) Forty-Five Million shares of Common Stock, $0.01 par value per share (“Common Stock”), and (ii) Five Million (5,000,000) shares of Preferred Stock, $0.01 par value per share (“Preferred Stock”), of which Forty-Five Thousand (45,000) shares are designated Series B Junior Participating Preferred Stock.

Item 9.01. Financial Statements and Exhibits:

     
Exhibit No.   Description
 
   
3.1
  Certificate of Amendment to the Third Restated Certificate of Incorporation of BioCryst Pharmaceuticals, Inc.

 

 

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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.
         
Dated: July 24, 2007  BioCryst Pharmaceuticals, Inc.
  		 
  By:   /s/ Michael A. Darwin   
    Michael A. Darwin   
    Chief Financial Officer and
Chief Accounting Officer  		 
 

EXHIBIT INDEX

     
Exhibit No.
  Description
 
   
 
   
3.1
  Certificate of Amendment to the Third Restated Certificate of Incorporation of BioCryst Pharmaceuticals, Inc.

 

 

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Exhibit 3.1

CERTIFICATE OF AMENDMENT
TO THE
THIRD RESTATED CERTIFICATE OF INCORPORATION
OF
BIOCRYST PHARMACEUTICALS, INC.

BioCryst Pharmaceuticals, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify and set forth as follows:

1. The name of the Corporation is BioCryst Pharmaceuticals, Inc. The Corporation was originally incorporated under the name BioCryst Pharmaceuticals, Inc., and the original Certificate of Incorporation (the “Certificate”) was filed by the Corporation with the Secretary of State of the State of Delaware on November 15, 1991.
2. A Third Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on December 18, 2006 (the “Third Restated Certificate”).
3. The Board of Directors of the Corporation, at a meeting duly adopted a proposed amendment of the Corporation’s Third Restated Certificate, declaring the amendment set forth in this Certificate of Amendment to the Third Restated Certificate of Incorporation (the “Certificate of Amendment”) to be advisable and calling a meeting of the stockholders of the Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Third Restated Certificate of the Corporation is hereby amended as follows:
The first paragraph of Article FOURTH shall be amended and restated to read in its entirety as follows:
FOURTH. The total number of shares of all classes of stock which the Corporation shall have authority to issue is One Hundred Million (100,000,000) shares consisting of (i) Ninety-Five Million (95,000,000) shares of Common Stock, $0.01 par value per share (“Common Stock”), and (ii) Five Million (5,000,000) shares of Preferred Stock, $0.01 par value per share (“Preferred Stock”), of which Forty-Five Thousand (45,000) shares are designated Series B Junior Participating Preferred Stock.
4. Thereafter, pursuant to resolution of its Board of Directors, a meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
5. That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
6. This Certificate of Amendment shall be effective upon acceptance for filing by the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, this Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 18th day of July, 2007.
         
    BioCryst Pharmaceuticals, Inc.
 
       
 
  By:   /s/ Michael A. Darwin
 
       
 
  Its:   Chief Financial Officer

 

 

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