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INSY > SEC Filings for INSY > Form 8-K on 8-May-2013All Recent SEC Filings

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Form 8-K for INSYS THERAPEUTICS, INC.


8-May-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financi


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment and Restatement of Certificate of Incorporation

On May 6, 2013, Insys Therapeutics, Inc. (the "Company") filed an amended and restated certificate of incorporation (the "Restated Certificate") with the Secretary of State of the State of Delaware in connection with the closing of the Company's initial public offering of shares of its common stock. The Company's board of directors and stockholders previously approved the Restated Certificate to be filed in connection with the closing of the Company's initial public offering.

The Restated Certificate amends and restates in its entirety the Company's amended and restated certificate of incorporation, as amended, to, among other things:

authorize 50,000,000 shares of common stock;

authorize 10,000,000 shares of undesignated preferred stock that may be issued from time to time by the Company's board of directors in one or more series;

permit the Company's board of directors to adopt, amend or repeal the Company's bylaws without obtaining stockholder approval;

require the approval of at least 66 2/3% of the shares entitled to vote at an election of directors to adopt, amend or repeal the Company's bylaws or repeal designated provisions of the Restated Certificate;

require the approval of at least 66 2/3% of the shares entitled to vote at an election of directors to remove directors with cause;

prohibit the removal of directors without cause, subject to the rights of any series of preferred stock to elect additional directors under specified circumstances;

establish a classified board of directors, as a result of which the successors to the directors whose terms have expired will be elected to serve from the time of election and qualification until the third annual meeting following their election;

prohibit stockholder action by written consent in lieu of a meeting, thereby requiring all stockholder actions to be taken at a meeting of the Company's stockholders; and

require advance notice of stockholder nominations for election to the Company's board of directors and of business to be brought by stockholders before any meeting of the Company's stockholders.

The foregoing description is qualified in its entirety by reference to the Restated Certificate, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Amendment and Restatement of Bylaws

On May 7, 2013, the Company adopted amended and restated bylaws in connection with the closing of the Company's initial public offering of shares of its common stock. The Company's board of directors and stockholders previously approved the amended and restated bylaws to be adopted in connection with, and to be effective upon, the closing of the Company's initial public offering.

The amended and restated bylaws amend and restate in their entirety the Company's amended and restated bylaws to, among other things:

provide that special meetings of stockholders may be called only by
(i) the chairman of the board of directors, (ii) the chief executive officer or (iii) the board of directors acting pursuant to a resolution adopted by a majority of the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships;

prohibit stockholder action by written consent in lieu of a meeting, thereby requiring all stockholder actions to be taken at a meeting of the Company's stockholders; and

establish a classified board of directors, as a result of which the successors to the directors whose terms have expired will be elected to serve from the time of election and qualification until the third annual meeting following their election.

The foregoing description is qualified in its entirety by reference to the Company's amended and restated bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
  No.        Description

  3.1        Amended and Restated Certificate of Incorporation of Insys
             Therapeutics, Inc.

  3.2        Amended and Restated Bylaws of Insys Therapeutics, Inc.


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