Current Report Filing (8-k)
November 19 2018 - 7:32AM
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 16, 2018
MYRIAD GENETICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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0-26642
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87-0494517
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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320 Wakara Way
Salt Lake City, Utah 84108
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (801)
584-3600
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 1.01
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Entry into a Material Definitive Agreement
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On November 16, 2018, Myriad Genetics, Inc. (the Company) entered into an accelerated share repurchase agreement (the ASR
Agreement) with Bank of America, to repurchase approximately $50 million of the Companys common stock.
Under the ASR
Agreement, Bank of America will deliver to the Company, on November 19, 2018, shares of the Companys common stock equal to the aggregate purchase price of $50 million divided by the Companys volume-weighted average price of
trading on November 16, 2018. The initial number of shares of common stock will be adjusted based on a discount to the volume-weighted average share price of the common stock over a measurement period, the exact termination date of which will
be selected by Bank of America. After the termination of this period, the Company may receive additional shares of common stock or be required to remit, at the Companys election, cash or additional shares of common stock based on this average
price.
The foregoing description of the ASR Agreement is a summary and is qualified in its entirety by the terms of the ASR Agreement, a
copy of which will be filed as an exhibit to the Companys Quarterly Report on
Form 10-Q
for its second fiscal quarter ending December 31, 2018.
ITEM 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
The exhibit(s) may contain hypertext links to information on our website or other parties websites. The
information on our website and other parties 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.
Page 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.
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MYRIAD GENETICS, INC.
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Date: November 19, 2018
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By:
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/s/ R. Bryan Riggsbee
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R. Bryan Riggsbee
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Executive Vice President, Chief Financial Officer
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Page 3
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