Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On May 3, 2009, the Board of Directors (the "Board") of Cypress Bioscience, Inc. (the "Company") authorized the amendment and restatement of its Amended and Restated Bylaws, to, among other things, further clarify certain provisions providing for advance notice of stockholder proposals and nominations for director (other than proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and proposals brought (or nominations made) by or at the direction of the Board) in order to clarify that stockholder proposals and nominations for director must comply with the advance notice provisions in the Amended and Restated Bylaws.
This description of the amendment and restatement of the Company's Amended and Restated Bylaws is a summary only and is qualified in its entirety by reference to the Fourth Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 to this Current Report and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
3.1 Fourth Amended and Restated Bylaws of Cypress Bioscience, Inc.

---

Table of Contents