Form 8-K for ALEXION PHARMACEUTICALS INC
Entry into a Material Definitive Agreement, Termination of a Material
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.
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