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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): July 24, 2007
VANDA PHARMACEUTICALS INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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000-51863
(Commission File No.)
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03-0491827
(IRS Employer Identification No.) |
9605 Medical Center Drive
Suite 300
Rockville, Maryland 20850
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (240) 599-4500
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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TABLE OF CONTENTS
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) On July 24, 2007, the Board of Directors of Vanda Pharmaceuticals Inc. (the Company)
approved an amendment to Article V of the Companys Amended and Restated Bylaws in order to allow
the Company to issue uncertificated shares of stock.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
3.9
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Amendment to Article V of the Amended and Restated Bylaws of Vanda Pharmaceuticals Inc. |
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 hereunto duly authorized.
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VANDA PHARMACEUTICALS INC.
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By: |
/s/ STEVEN A. SHALLCROSS
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Name: |
Steven A. Shallcross |
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Title: |
Senior Vice President, Chief
Financial Officer and Treasurer |
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Dated: July 27, 2007
exv3w9
Exhibit 3.9
Amendment to Article V of the Amended and Restated Bylaws of Vanda Pharmaceuticals Inc.
On July 24, 2007, the Board of Directors of Vanda Pharmaceuticals Inc. (the Company) adopted the
following resolution approving an amendment to the Companys Amended and Restated Bylaws:
RESOLVED, that Article V of the Companys Amended and Restated
Bylaws is hereby deleted in its entirety and replaced with the
following:
STOCK CERTIFICATES AND TRANSFERS
Section 5.1 Stock Certificates and Transfers.
A. Unless the Board of Directors has determined that some or all of any or all classes or
series of stock shall be uncertificated shares, the interest of each stockholder of the Corporation
shall be evidenced by certificates for shares of stock. The shares of the stock of the Corporation
shall be transferred on the books of the Corporation by the holder thereof in person or by his
attorney, upon surrender for cancellation of certificates for the same number of shares, with an
assignment and power of transfer endorsed thereon or attached thereto, duly executed, and with such
proof of the authenticity of the signature as the Corporation or its agents may reasonably require.
B. Every holder of stock represented by certificates shall be entitled to have a certificate
signed by, or in the name of the Corporation by the Chairman or Vice Chairman of the Board of
Directors, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary of the Corporation representing the number of shares
registered in certificate form. Any or all of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate has ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the Corporation with the same
effect as if he were such officer, transfer agent or registrar at the date of issue.
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VANDA PHARMACEUTICALS INC.
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/s/ William D. Clark
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Name: |
William D. Clark |
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Title: |
Senior Vice President, Chief Business Officer and Secretary |
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