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 16, 2015
    
ALEXION PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in its charter)

Delaware
000-27756
13-3648318
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------------------
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(State or other jurisdiction of
of incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)


352 Knotter Drive, Cheshire, Connecticut 06410
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(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code:    (203) 272-2596
   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

The information set forth in Item 1.02 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 1.01.

Item 1.02     Termination of a Material Definitive Agreement.

On March 16, 2015, Alexion Pharmaceuticals, Inc. entered into Amendment No. 5 (the Amendment), effective as of March 16, 2015 to the Rights Agreement, dated as of February 14, 1997, by and between the Company, and Computershare Trust Company, N.A. (Rights Agent), as amended by Amendment No. 1 thereto, dated as of September 18, 2000, Amendment No. 2 thereto, dated as of December 12, 2001 and Amendment No. 3 thereto, dated as of November 16, 2004 and Amendment No. 4 dated as of February 23, 2007 (collectively, the Rights Agreement). The Amendment accelerates the final expiration date of the Rights (as defined in the Rights Agreement) issued pursuant to the Rights Agreement from March 6, 2017 to March 23, 2015. Accordingly, the Rights will expire at the close of business on March 23, 2015, and this Rights Agreement will terminate and be of no further force and effect. The foregoing description is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 4.1 and incorporated herein by reference. Alexion shareholders are not required to take any action as a result of this expiration.

Alexion's Board of Directors approved the Amendment after reviewing Alexion’s governance profile and current practices, considering the vote results on a related non-binding shareholder proposal presented at Alexion’s 2014 annual meeting of shareholders, and determining that it was in the best interests of Alexion and its shareholders to accelerate the expiration of the Rights Agreement at this time.

In connection with the expiration of the rights agreement, Alexion will be taking routine actions to implement the termination of the rights plan, including voluntarily deregistering the related preferred share purchase rights under the Securities Exchange Act of 1934 and delisting the preferred share purchase rights from NASDAQ. Such actions are administrative in nature and do not impact Alexion’s common stock, which continues to be listed on NASDAQ.

Item 3.03 Material Modifications to Rights of Security Holders.

The information set forth in Item 1.02 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 3.03.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

4.1    Amendment No. 5, dated as of March 16, 2015 to the Rights Agreement, dated as of February 14, 1997, by and between the Company, and Continental Stock Transfer & Trust Company, as Rights Agent, as amended by Amendment No. 1 thereto, dated as of September 18, 2000, Amendment No. 2 thereto, dated as of December 12, 2001 and Amendment No. 3 thereto, dated as of November 16, 2004 and Amendment No. 4 dated as of February 23, 2007.








Signature
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.
Date: March 16, 2015
 
ALEXION PHARMACEUTICALS, INC.
 
 
By:    /s/ Michael V. Greco      
Name: Michael V. Greco
Title: Vice President of Law and Corporate Secretary







Exhibit 4.1
AMENDMENT NO. 5 TO RIGHTS AGREEMENT
This Amendment No. 5 (this "Amendment") is made as of March 16, 2015 to the Rights Agreement, dated as of February 14, 1997, by and between Alexion Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and Computershare Trust Company, N.A. (as successor rights agent to Continental Stock Transfer & Trust Company) (the "Rights Agent"), as amended by Amendment No. 1 thereto, dated as of September 18, 2000, Amendment No. 2 thereto, dated as of December 12, 2001, Amendment No. 3 thereto, dated as of November 16, 2004 and Amendment No. 4 dated as of February 23, 2007 (collectively, the "Rights Agreement").
WITNESSETH
WHEREAS, the parties hereto desire to amend the Rights Agreement to advance the expiration date of the Rights;
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company may amend the Rights Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1.Final Expiration Date. All references in the Rights Agreement and all Exhibits thereto to "March 6, 2017," which is the Final Expiration Date as of immediately prior to this Amendment, shall be replaced with "March 23, 2015".
2.    Exhibits B and C to the Rights Agreement shall be deemed amended in a manner consistent with this Amendment.
3.    Capitalized terms used without other definition in this Amendment are used as defined in the Rights Agreement.
4.    This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state.
5.    The Rights Agreement will not otherwise be supplemented or amended by virtue of this Amendment, but will remain in full force and effect.
6.    This Amendment shall be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. A signature to this Agreement executed and/or transmitted electronically will have the same authority, effect and enforceability as an original signature.
7.    This Amendment shall be effective as of the date first above written and all references to the Rights Agreement shall, from and after such time, be deemed to be references to the Rights Agreement as amended hereby.

1



8.    The undersigned officer of the Company, being duly authorized on behalf of the Company, hereby certifies in his or her capacity as an officer on behalf of the Company to the Rights Agent that this Amendment is in compliance with the terms of Section 26 of the Rights Agreement.
By its execution and delivery hereof, the Company directs the Rights Agent to execute this Amendment.
 

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IN WITNESS WHEREOF, this Amendment has been duly executed by the Company and the Rights Agent as of the effective time stated above.

ALEXION PHARMACEUTICALS, INC.


By: /s/ Vikas Sinha
Name: Vikas Sinha
Title: EVP and CFO

ATTESTS:


By: /s/ Michael Greco
Name: Michael Greco
Title: VP of Law and Corporate Secretary


COMPUTER SHARE TRUST COMPANY, N.A., as Rights Agent


By: /s/ Paul R. Capozzi
Name: Paul R. Capozzi
Title: Senior Vice President, Investor Services    


ATTESTS:


By: /s/ Michael Armell
Name: Michael Armell
Title: AVP, Relationship Manager    


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