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CERU > SEC Filings for CERU > Form 8-K on 16-Apr-2014All Recent SEC Filings

Show all filings for CERULEAN PHARMA INC.

Form 8-K for CERULEAN PHARMA INC.


16-Apr-2014

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


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

On April 15, 2014, Cerulean Pharma Inc. (the "Company") filed a restated certificate of incorporation (the "Restated Certificate") with the Secretary of State of the State of Delaware in connection with closing of the initial public offering (the "IPO") 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, and to be effective upon, the closing of the IPO.

The Restated Certificate amends and restates the Company's certificate of incorporation in its entirety to, among other things: (i) reduce the authorized number of shares of common stock to 125,000,000 shares; (ii) eliminate all references to the previously existing series of preferred stock; (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; (iv) establish a classified board of directors, divided into three classes, each of whose members will serve for staggered three-year terms; (v) provide that directors may be removed from office only for cause and only upon the affirmative vote of the holders of at least 75% of the votes that all of the Company's stockholders would be entitled to cast in an annual election of directors; and (vi) eliminate the ability of the Company's stockholders to take action by written consent in lieu of a meeting.

The foregoing description of the amendments made by 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.

On April 15, 2014, in connection with the closing of the IPO, 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 following the closing of the IPO, became effective. The Amended and Restated By-Laws amend and restate the Company's by-laws 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;
(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 amendments made in 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 Restated Certificate of Incorporation of Cerulean Pharma Inc.

3.2 Amended and Restated By-Laws of Cerulean Pharma Inc.


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