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MYRX > SEC Filings for MYRX > Form 8-K on 18-Apr-2013All Recent SEC Filings

Show all filings for MYREXIS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for MYREXIS, INC.


Change in Directors or Principal Officers, Other Events

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain

(d)      Effective April 18, 2013, the Board of Directors (the "Board") of
Myrexis, Inc. (the "Company") appointed directors to Board committees and
designated the chairman of each committee as follows:

Audit Committee:          Michael C. Pearce and Steven D. Scheiwe

Compensation Committee:   Michael C. Pearce (Chair) and Steven D.

Nominating and Corporate  Michael C. Pearce (Chair) and Steven D.
Governance Committee:     Scheiwe

Item 8.01 Other Events.

As previously disclosed, on January 22, 2013 the Board declared a special cash distribution to stockholders in the amount of $2.86 per share (the "Dividend"). The Dividend was paid to stockholders of record at the close of business on Monday, February 4, 2013.

As a service to stockholders, the Company is including the following disclosure related to U.S. Federal Income Tax Consequences to U.S. Stockholders as a result of the Dividend.

The following summary describes certain material U.S. federal income tax consequences to U.S. holders of Myrexis common stock related to the special cash distribution. Unless otherwise specifically indicated herein, this summary addresses the tax consequences only to a beneficial owner of Myrexis common stock that for U.S. income tax purposes is: (1) a citizen or individual resident of the U.S., (2) a corporation organized in or under the laws of the U.S. or any state thereof or the District of Columbia, (3) an estate whose income is subject to U.S. federal income taxation regardless of its source, or (4) any trust if a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or it has a valid election in place to be treated as a U.S. person (a "U.S. holder"), and, even with respect to such beneficial owners, this summary does not address special considerations that may be applicable to certain specific categories of investors.

Amounts received by stockholders in connection with the special cash distribution will be taxable as a dividend to the extent of the Company's current or accumulated earnings and profits. Distributions in excess of such earnings and profits will be applied against and reduce a stockholder's tax basis in his, her or its shares of stock.

The Company anticipates it will not have current or accumulated earnings and profits during the Company's tax year ending June 30, 2013. As such, it anticipates the $2.86 per share Dividend paid to stockholders of record as of February 4, 2013, will be treated as a return of capital for tax reporting purposes.

Gain will be recognized as a result of a distribution to the extent that the aggregate value of the distribution received by a stockholder with respect to a share exceeds his, her or its tax basis for that share. Gain recognized by a stockholder will be capital gain provided the shares are held as capital assets, and will be long term capital gain if the stock has been held for more than one year. No loss will be recognized by a stockholder until such time as a stockholder disposes of his, her or its shares of stock.

The tax consequences of the special cash distribution may vary depending upon the particular circumstances of the stockholder. The Company recommends that each stockholder consult his, her or its own tax advisor regarding the federal income tax consequences of the special cash distribution, as well as the state, local and foreign tax consequences.

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