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Form 8-K LEXICON PHARMACEUTICALS, For: May 22

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May 22, 2015 4:59 PM EDT


 
 
 
 
 

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): May 20, 2015


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

Delaware
000-30111
76-0474169
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification Number)

8800 Technology Forest Place
The Woodlands, Texas 77381
(Address of principal executive
offices and Zip Code)


(281) 863-3000
(Registrant’s telephone number,
including area code)


Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligations 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))
 
 
 
 
 







Item 3.03
Material Modifications to Rights of Security Holders

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 20, 2015, we filed a Certificate of Amendment to our Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of Delaware to effect a one-for-seven reverse stock split of our common stock, par value $0.001 per share (the “Common Stock”), which became effective on the filing date. Upon effectiveness, each seven shares of issued and outstanding Common Stock were converted into one newly issued and outstanding share of Common Stock and the number of authorized shares of Common Stock was reduced from 900 million to 225 million.
No fractional shares were issued in connection with the reverse stock split. Any fractional shares of Common Stock that would have otherwise resulted from the reverse stock split will be converted into cash payments based on the closing price of the Common Stock as reported on the Nasdaq Global Select Market on May 19, 2015.
A copy of the Amendment is attached to this current report on Form 8-K as Exhibit 3.1, and the above summary is qualified in its entirety by reference to the full text of the Amendment.

Item 9.01
Financial Statements and Exhibits

(d)    Exhibits

Exhibit No.
 
Description
3.1
—
Certificate of Amendment to Amended and Restated Certificate of Incorporation






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 thereunto duly authorized.
 
Lexicon Pharmaceuticals, Inc.
 
 
 
 
 
 
Date: May 22, 2015
By:
/s/ Brian T. Crum
 
 
Brian T. Crum
 
 
Vice President and General Counsel






Index to Exhibits

Exhibit No.
 
Description
3.1
—
Certificate of Amendment to Amended and Restated Certificate of Incorporation






Exhibit 3.1

CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
LEXICON PHARMACEUTICALS, INC.

LEXICON PHARMACEUTICALS, INC. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“DGCL”), hereby certifies as follows pursuant to Section 242 of the DGCL:
FIRST:
That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted to amend the Corporation’s Amended and Restated Certificate of Incorporation by changing Section 4.01(a) of Article IV thereof so that, as amended, such Section shall be and read as follows:
“(a) The total number of shares of stock that the Corporation shall have the authority to issue is 230,000,000 shares of capital stock, consisting of (i) 5,000,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), and (ii) 225,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”).
Effective as of 5:00 p.m. Eastern time on the date this Certificate of Amendment is filed with the Secretary of State of the State of Delaware, each seven (7) shares of the Corporation’s Common Stock issued and outstanding shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of the Corporation’s Common Stock; provided that the Corporation shall issue no fractional shares as a result of the actions set forth herein but shall instead pay to the holder of such fractional share a sum in cash equal to such fraction multiplied by the closing price of the Corporation’s Common Stock as reported on the Nasdaq Global Select Market on the last trading day before the date this Certificate of Amendment is filed with the Secretary of State of Delaware.”
SECOND:
That pursuant to a resolution of its Board of Directors, an annual meeting of the Corporation’s stockholders was duly called and held upon notice in accordance with the provisions of Section 222 of the DGCL, at which meeting the necessary number of shares as required by applicable law were voted in favor of such amendment.
THIRD:
That such amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Brian T. Crum, its Vice President and General Counsel and Secretary, this 20th day of May, 2015.
LEXICON PHARMACEUTICALS, INC.
 
 
 
 
By:
/s/ Brian T. Crum
 
Brian T. Crum
 
Secretary





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