Current Report Filing (8-k)
November 07 2016 - 7:41AM
Edgar (US Regulatory)
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):
November
7, 2016
ARIAD
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
001-36172
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22-3106987
|
(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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26 Landsdowne Street, Cambridge,
Massachusetts
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02139
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(Address
of principal executive offices)
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(Zip
Code)
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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 2.02 Results of Operations and Financial Condition.
In a press release dated November 7, 2016, ARIAD Pharmaceuticals, Inc.
(the “Company”) announced financial results for the third quarter and
nine months ended September 30, 2016, provided an update on corporate
developments and reaffirmed 2016 financial guidance. A copy of the press
release is attached hereto as Exhibit 99.1. The information under the
headings “Financial Results for the Quarter and Nine Months Ended
September 30, 2016” (other than the information under “2016 Financial
Guidance”), “Today’s Conference Call at 8:30 a.m. ET” and the condensed
consolidated financial information included in the press release are
incorporated by reference into this Item 2.02 of this Current Report on
Form 8-K.
ITEM 5.08 Shareholder Director Nominations.
The 2017 Annual Meeting of Stockholders of the Company (the “2017 Annual
Meeting”) will be held on May 16, 2017. In accordance with the Company’s
Amended and Restated Bylaws, and the applicable rules and regulations of
the Securities and Exchange Commission (the “SEC”), the Company is
reporting a new deadline for the submission of shareholder proposals for
the 2017 Annual Meeting because the date of the 2017 Annual Meeting is
more than 30 calendar days prior to the anniversary of the Company’s
2016 Annual Meeting of Stockholders, which was held on July 21, 2016.
Because the 2017 Annual Meeting will be advanced more than 30 days from
the anniversary date of the Company's 2016 Annual Meeting of
Stockholders, the deadline for stockholder proposals for consideration
at the 2017 Annual Meeting set forth in the Company's definitive proxy
statement filed with the SEC on June 8, 2016 no longer applies. Any
stockholder proposal intended for inclusion in our proxy materials for
the 2017 Annual Meeting should be sent to our Secretary and must be
received by us at our offices at 26 Landsdowne Street, Cambridge,
Massachusetts 02139-4234, by December 31, 2016.
If a stockholder intends to present a proposal at the 2017 Annual
Meeting without including it in our proxy materials, including any
notice on Schedule 14N, that stockholder must comply with the advance
notice provisions of our Amended and Restated Bylaws. Those provisions
require that we receive the proposal at our offices at 26 Landsdowne
Street, Cambridge, Massachusetts 02139-4234, attention Corporate
Secretary, not earlier than December 17, 2016 and not later than the
close of business on March 17, 2017.
ITEM 7.01 Regulation FD Disclosure.
In the press release dated November 7, 2016, the Company also reaffirmed
2016 financial guidance and provided information on upcoming financial
and medical meetings. The information set forth under the headings “2016
Financial Guidance” and “Upcoming Meetings” in the press release is
incorporated by reference into this Item 7.01 of this Current Report on
Form 8-K.
ITEM 8.01 Other Events.
In the press release dated November 7, 2016, the Company also provided
an update on its Iclusig®, brigatinib and pipeline programs and other
recent developments. The second paragraph of the press release and the
information set forth under the headings “Recent Progress and Key
Objectives” and “Recent Event,” together with the forward-looking
statement disclaimer at the end of the press release, are incorporated
by reference into this Item 8.01 of this Current Report on Form 8-K.
ITEM
9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
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Description
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99.1
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Press release dated November 7, 2016
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The press release may contain hypertext links to information on our
websites. The information on our websites is not incorporated by
reference into this Current Report on Form 8-K and does not constitute a
part of this Form 8-K.
The portions of the press release incorporated by reference into Item
8.01 of this Current Report on Form 8-K are being filed pursuant to such
item. The remaining portions of the press release are being furnished
pursuant to Items 2.02 and 7.01 of this Current Report on Form 8-K and
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise
subject to the liabilities of that Section, nor shall they be deemed
incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act except as shall be expressly set
forth by specific reference in such filing.
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.
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ARIAD Pharmaceuticals, Inc.
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By:
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/s/ Manmeet S. Soni
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Manmeet S. Soni
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Executive Vice President, Chief Financial Officer
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Date:
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November 7, 2016
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Exhibit List.
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Exhibit
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Description
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99.1
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Press release dated November 7, 2016
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4
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