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): March 17, 2016

 
ARIAD Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)

 
Delaware
  
001-36172
  
22-3106987
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification No.)


26 Landsdowne Street, Cambridge, Massachusetts
02139
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code: (617) 494-0400


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 (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))

 
 
 
 
Item 1.01
Entry into a Material Definitive Agreement.

On March 17, 2016, ARIAD Pharmaceuticals, Inc. (“ARIAD” or the “Company”) entered into an Amendment (the “Amendment”) to the Agreement, dated as of April 28, 2015 (the “Settlement Agreement”), between the Company and Sarissa Capital Management LP, Sarissa Capital Domestic Fund LP, Sarissa Capital Offshore Master Fund LP, Sarissa Capital Fund GP LP and Sarissa Capital Offshore Fund GP LLC (collectively, the “Sarissa Group”).

Pursuant to the Amendment, the standstill period under the Settlement Agreement was terminated on March 17, 2016, and the Sarissa Group has agreed that it and its affiliates will not give notice in accordance with the Company’s bylaws of the nomination of directors or proposal of other business for ARIAD’s 2016 annual meeting of stockholders.

The foregoing is a summary of the terms of the Amendment.  The summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

(d)            The following exhibits are filed with this report:
 
Exhibit
 No.
  
Description
     
10.1
  
Amendment, dated as of March 17, 2016, between ARIAD Pharmaceuticals, Inc. and Sarissa Capital Management LP, Sarissa Capital Domestic Fund LP, Sarissa Capital Offshore Master Fund LP, Sarissa Capital Fund GP LP and Sarissa Capital Offshore Fund GP LLC
 
 
 
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.


 
ARIAD Pharmaceuticals, Inc.
  
       
       
 
By:
/s/ Thomas J. DesRosier  
    Name:  Thomas J. DesRosier  
    Title:    Executive Vice President, Chief Legal and  
                 Administrative Officer  
 
 
Date:  March 18, 2016
 
 
 
 
 
 
 
 
 
 
 
 
Exhibit Index

Exhibit
 No.
  
Description
     
10.1
  
Amendment, dated as of March 17, 2016, between ARIAD Pharmaceuticals, Inc. and Sarissa Capital Management LP, Sarissa Capital Domestic Fund LP, Sarissa Capital Offshore Master Fund LP, Sarissa Capital Fund GP LP and Sarissa Capital Offshore Fund GP LLC



Exhibit 10.1
 
 
AMENDMENT TO AGREEMENT

This AMENDMENT (the “Amendment”) is made as of March 17, 2016, by and among ARIAD Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the entities listed on Schedule A hereto (collectively, the “Sarissa Group”).

WHEREAS, the Company and the Sarissa Group are parties to that certain Agreement dated as of April 28, 2015 (the “Agreement”);

WHEREAS, the Company and the Sarissa Group desire to amend the Agreement as provided herein and subject to the terms and conditions hereof.

NOW, THEREFORE, in consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.            Capitalized Terms.  Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Agreement.

2.            Amendment.  The definition of “Standstill Period” set forth in Section 1 of the Agreement is hereby amended and restated in its entirety to read as follows:

   “Standstill Period” shall mean the period beginning on the Berger Retirement Date and ending on March 17, 2016.

3.            Additional Agreements.  As a condition and inducement to the Company’s willingness to enter into this Amendment, the Sarissa Group hereby agrees that it and its Affiliates shall not give notice in accordance with the Company’s bylaws of the nomination of directors or proposal of other business for the 2016 Annual Meeting.

4.            Miscellaneous.

4.1        Except as expressly amended hereby, the Agreement shall remain in full force and effect in accordance with its terms. From and after the date hereof, any reference to the Agreement shall mean the Agreement as amended hereby.

4.2        The Agreement, as amended pursuant to this Amendment, the Existing Agreement and the Confidentiality Agreement constitute the full and entire understanding and agreement between the parties with regard to the subjects thereof and hereof.

4.3        The provisions of Sections 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 5.10, 5.11, 5.12, 5.13, 5.14 and 5.15 of the Agreement are incorporated by reference herein mutatis mutandis and this Amendment shall be governed by and construed in accordance with such provisions.

4.4        This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.
 
 
 
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered by their proper duly authorized officers as of the day and year first written above.


 
ARIAD PHARMACEUTICALS, INC.,
  
       
       
 
By:
/s/ Thomas J. DesRosier  
    Name:  Thomas J. DesRosier  
    Title:    EVP, Chief Legal and Administrative Officer  
       
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SARISSA CAPITAL MANAGEMENT LP,
  
       
 
By:
/s/ Mark DiPaolo  
    Name:  Mark DiPaolo  
    Title:    General Counsel  
       
 
 
 
SARISSA CAPITAL DOMESTIC FUND LP,
  
       
 
By:
/s/ Mark DiPaolo  
    Name:  Mark DiPaolo  
    Title:    Authorized Person  
       
 
 
 
SARISSA CAPITAL OFFSHORE MASTER FUND LP,
  
       
 
By:
/s/ Mark DiPaolo  
    Name:  Mark DiPaolo  
   
Title:    Authorized Person
  
       
 
 
 
SARISSA CAPITAL FUND GP LP,
  
       
 
By:
/s/ Mark DiPaolo  
    Name:  Mark DiPaolo  
    Title:    Authorized Person  
       
 
 
 
SARISSA CAPITAL OFFSHORE FUND GP LLC,
  
       
 
By:
/s/ Mark DiPaolo  
    Name:  Mark DiPaolo  
    Title:    Authorized Person  
       
 
 
 
SCHEDULE A
 
SARISSA GROUP

Sarissa Capital Management LP

Sarissa Capital Domestic Fund LP

Sarissa Capital Offshore Master Fund LP

Sarissa Capital Fund GP LP

Sarissa Capital Offshore Fund GP LLC

Ariad (NASDAQ:ARIA)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more Ariad Charts.
Ariad (NASDAQ:ARIA)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Ariad Charts.