Amylin Pharmaceuticals Inc - Current report filing (8-K)
October 31 2007 - 12:18PM
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): October 29, 2007
AMYLIN PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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0-19700
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33-0266089
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(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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9360 Towne Centre Drive
San Diego, California 92121
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area
code:
(858)
552-2200
Check the appropriate box below if the Form 8-K is
intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (
see
General
Instruction A.2. below):
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 CRF
240.13e-4(c))
Item
5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(d) On October 30, 2007, Amylin issued a
press release announcing that Adrian Adams has been elected to its Board of
Directors, effective October 29, 2007. A
copy of this press release is attached as Exhibit 99.1 and is incorporated
herein by reference. In connection with
his election to the Board, Mr. Adams received an option to purchase 20,000
shares of Amylin common stock under Amylin’s Non-employee Directors’ Plan. The option is exercisable at a price equal to
the closing price of Amylin’s common stock on the date of grant and fully vests
over four years with one-fourth of the option vesting on the first anniversary
of the grant date and in equal monthly installments for three years thereafter.
Amylin will enter into an indemnification agreement with Mr. Adams
substantially in the form previously filed with the Securities and Exchange
Commission.
Item 5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) On October 29, 2007, our Board of
Directors amended Article VII, Sections 33 and 35(a) of our Amended and
Restated Bylaws, effective immediately, to allow for the issuance of
uncertificated shares of our capital stock. Under recent amendments to Nasdaq
Stock Market rules, issuers are required to be eligible for a direct
registration system whereby shares are uncertificated and represented by
electronic record. A copy of our Amended
and Restated Bylaws, as of October 29, 2007, is attached as Exhibit 3.2 and
incorporated herein by reference.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits.
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Number
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Description
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3.2
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Amended and Restated
Bylaws
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99.1
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Press release issued by
Amylin on October 30, 2007.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
AMYLIN
PHARMACEUTICALS, INC.
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Dated: October
30, 2007
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By:
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/s/
Lloyd A. Rowland
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Lloyd A. Rowland
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Vice President, Governance and
Compliance, and Secretary
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EXHIBIT
INDEX
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Number
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Description
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3.2
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Amended
and Restated Bylaws
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99.1
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Press
release issued by Amylin on October 30, 2007.
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