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2019-11-07 2019-11-08 iso4217:USD xbrli:shares iso4217:USD
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
Date of Report (Date of Earliest Event Reported):
November 8, 2019
GENOMIC HEALTH, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
301 Penobscot Drive
|(Address of principal executive
Registrant’s telephone number, including area code: (650)
(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:
||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))
Securities registered pursuant to Section 12(b) of the
Title of each
Name of each exchange on which
Stock, par value $0.0001 per share
The Nasdaq Stock Market LLC
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
On November 8, 2019, the acquisition of Genomic Health, Inc.
(“Genomic Health”) by Exact Sciences Corporation (“Exact Sciences”)
was consummated pursuant to the terms of the previously announced
Agreement and Plan of Merger, dated as of July 28, 2019 (the
“Merger Agreement”), by and among Genomic Health, Exact Sciences
and Spring Acquisition Corp., a wholly owned subsidiary of Exact
Sciences (“Merger Sub”). Pursuant to the Merger Agreement, Merger
Sub merged with and into Genomic Health (the “Merger”), with
Genomic Health continuing as the surviving corporation. As a result
of the Merger, Genomic Health became a wholly owned subsidiary of
Item 2.01 Completion of Acquisition or Disposition of
The information set forth in the Introductory Note of this Current
Report on Form 8-K is incorporated by reference into this Item
At the effective time of the Merger on November 8, 2019 (the
“Effective Time”), each share of common stock, par value $0.0001
per share, of Genomic Health (“Genomic Health Common Stock”) issued
and outstanding immediately prior to the Effective Time (except for
shares held by a holder who properly exercised and perfected
appraisal rights under Delaware law) was converted into the right
to receive (i) $27.50 in cash, without interest, and (ii)
0.45043 of a share of common stock, par value $0.01 per share, of
Exact Sciences (“Exact Sciences Common Stock”) and cash in lieu of
fractional shares (together, the “Merger Consideration”), less any
applicable withholding taxes.
As of the Effective Time, each outstanding Genomic Health stock
option granted to a non-employee director of Genomic Health,
whether or not vested, and each vested Genomic Health stock option
was canceled in exchange for the right to receive the Merger
Consideration in an amount based on the spread between the Merger
Consideration and the per share exercise price of such Genomic
Health stock option, less applicable tax withholding. In addition,
as of the Effective Time, each outstanding Genomic Health
restricted stock unit granted to a non-employee director of Genomic
Health was canceled in exchange for the right to receive the Merger
Consideration in respect of each share of Genomic Health Common
Stock subject to such award. Each outstanding unvested Genomic
Health stock option and outstanding Genomic Health restricted stock
unit (other than any stock options or restricted stock units held
by non-employee directors) was assumed by Exact Sciences and
converted into a corresponding award of Exact Sciences as of the
Effective Time, in each case, as calculated in accordance with the
formula set forth in the Merger Agreement and after appropriate
adjustments to reflect the consummation of the Merger and the terms
and conditions applicable to such awards immediately prior to the
The merger was financed by the use of cash on hand.
The foregoing description of the Merger Agreement and Merger is not
complete and is qualified in its entirety by reference to the
Merger Agreement, which was included as Exhibit 2.1 to the
Company’s Current Report filed on Form 8-K with the Securities and
Exchange Commission (the “SEC”) on July 30, 2019, and is
incorporated into this item by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On November 8, 2019, in connection with the consummation of the
Merger, Genomic Health notified the Nasdaq Stock Market LLC
(“Nasdaq”) that the Merger had been consummated and requested that
Nasdaq file with the SEC a notification on Form 25 to delist the
Genomic Health Common Stock from Nasdaq and to deregister the
Genomic Health Common Stock under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). The Genomic
Health Common Stock ceased trading on Nasdaq prior to market open
on November 8, 2019. Genomic Health intends to file with the SEC a
Certification and Notice of Termination on Form 15 requesting the
deregistration of the Genomic Health Common Stock under Section
12(g) of the Exchange Act and the suspension of Genomic Health’s
reporting obligations under Sections 13 and 15(d) of the Exchange
Act. The disclosure set forth in the Introductory Note and under
Item 2.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 3.01.
Item 3.03. Material Modification to Rights of Security
The disclosure set forth in the Introductory Note and under Items
2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant.
The disclosure set forth in the Introductory Note and under Item
2.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 5.01. The total aggregate consideration
payable in the transaction was approximately $1.06 billion in cash
and 17.4 million shares of Exact Sciences Common Stock.
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Pursuant to the Merger Agreement, at the Effective Time, the
members of the board of directors of Genomic Health immediately
prior to the Effective Time, being Kimberly J. Popovits, Julian C.
Baker, Felix J. Baker, Ph.D., Fred E. Cohen, M.D., D.Phil., Barry
P. Flannelly, Pharm.D., Henry J. Fuchs, M.D., Ginger L. Graham and
Geoffrey M. Parker, resigned from the board of directors of Genomic
Health. Also at the Effective Time, the members of the board of
directors of Merger Sub immediately prior to the Effective Time,
being Kevin T. Conroy, D. Scott Coward and Jeffrey T. Elliott,
became members of the board of directors of Genomic Health.
As of immediately following the Effective Time, each executive
officer of Genomic Health was removed from his or her officership
position with Genomic Health. As of immediately following the
Effective Time, Genomic Health appointed Kevin T. Conroy as
President, Jeffrey T. Elliott as Chief Financial Officer and G.
Bradley Cole as General Manager, Precision Oncology. Kevin T.
Conroy, age 54, has served as Exact Sciences’ President and Chief
Executive Officer since April 2009, as a director of Exact Sciences
since March 2009 and as Chairman of the Exact Sciences’ board of
directors since March 2014. Jeffrey T. Elliott, age 42, has served
as Exact Sciences’ Chief Financial Officer since November 2016.
Prior to his appointment as Chief Financial Officer, Mr. Elliott
served as Exact Sciences’ Vice President, Business Development and
Strategy, from June 2016 to November 2016. Prior to joining the
Exact Sciences, from 2007 to 2016, Mr. Elliott was with Robert W.
Baird & Co., where from June 2012 to June 2016 he was a senior
research analyst who covered diagnostics and life science tools
companies. G. Bradley Cole, age 63, has served as Genomic Health’s
Chief Financial Officer since June 2014, and from July 2004 until
January 2011. Mr. Cole also served as Genomic Health’s Chief
Operating Officer from January 2009 until March 2018.
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
Pursuant to the Merger Agreement, the restated certificate of
incorporation of Genomic Health that was in effect immediately
prior to the Effective Time was amended and restated in its
entirety as set forth in Exhibit B to the Merger Agreement and, as
so amended and restated, is the certificate of incorporation of the
surviving corporation. The bylaws of Merger Sub that were in effect
immediately prior to the Effective Time became the bylaws of the
surviving corporation, except as to the name of the surviving
corporation, which is “Genomic Health, Inc.” The certificate of
incorporation and the bylaws of Genomic Health as so amended and
restated are attached as Exhibits 3.1 and 3.2 hereto, respectively,
and incorporated herein by reference.
The information contained in the Introductory Note and under Item
2.01 of this Current Report on Form 8-K are incorporated herein by
Item 9.01 Financial Statements and Exhibits.
||Agreement and Plan of Merger, dated
as of July 28, 2019, by and among Exact Sciences Corporation,
Spring Acquisition Corp. and Genomic Health, Inc. (incorporated by
reference to Exhibit 2.1 to the Current Report on Form 8-K filed by
Genomic Health, Inc. on July 30, 2019)*
Amended and Restated Certificate of
Incorporation of Genomic Health, Inc.
By-Laws of Genomic Health, Inc., as
cover page from this Current Report on Form 8-K, formatted in
* Annexes, schedules and/or exhibits have been omitted pursuant to
Item 601(a)(5) of Regulation S-K. Genomic Health hereby undertakes
to furnish supplementally copies of any of the omitted schedules
upon request by the SEC; provided, however, that Genomic Health may
request confidential treatment pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934 for any schedules so furnished.
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: November 8,
||/s/ Jeffrey T.
||Name: Jeffrey T.
||Title: Chief Financial
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