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FMI > SEC Filings for FMI > Form 8-K on 2-Oct-2013All Recent SEC Filings

Show all filings for FOUNDATION MEDICINE, INC.

Form 8-K for FOUNDATION MEDICINE, INC.


2-Oct-2013

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


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

As previously disclosed in the Registration Statement on Form S-1 (File No. 333-190226) (the "Registration Statement") of Foundation Medicine, Inc. (the "Company"), on September 30, 2013 and in connection with the consummation of the initial public offering (the "IPO") of shares of common stock of the Company, the Company filed a sixth amended and restated certificate of incorporation (the "Restated Certificate") with the Secretary of State of the State of Delaware. The Company's board of directors and stockholders previously approved the Restated Certificate to be filed in connection with, and to be effective upon, the consummation of the IPO. The Restated Certificate amends and restates the Company's Fifth Amended and Restated Certificate of Incorporation, as amended, in its entirety to, among other things: (i) increase the authorized number of shares of common stock to 150,000,000 shares; (ii) eliminate all references to the previously-existing series of preferred stock; and (iii) authorize 5,000,000 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.

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

As previously disclosed in the Registration Statement, on September 30, 2013 and in connection with the consummation of the IPO, the amended and restated by-laws of the Company (the "Amended and Restated By-Laws"), previously approved by the Company's board of directors and stockholders to become effective immediately upon the consummation of the IPO, became effective. The Amended and Restated By-Laws amend and restate the Company's by-laws, as amended, in their entirety to, among other things: (i) eliminate the ability of the Company's stockholders to take action by written consent in lieu of a meeting and call special meetings of stockholders; (ii) establish procedures relating to the presentation of stockholder proposals at stockholder meetings; (iii) establish procedures relating to the nomination of directors; and (iv) conform to the amended provisions of the Restated Certificate.

The foregoing description of the Amended and Restated By-Laws is qualified by reference to the Amended and Restated By-Laws, 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          Sixth Amended and Restated Certificate of Incorporation of Foundation
             Medicine, Inc.

3.2          Amended and Restated By-Laws of Foundation Medicine, Inc.


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