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ARIA > SEC Filings for ARIA > Form 8-K on 8-Aug-2014All Recent SEC Filings




Other Events

Item 8.01 Other Events.

As previously disclosed, on October 31, 2013, ARIAD Pharmaceuticals, Inc. (the "Company") entered into a Section 382 Rights Agreement (the "Rights Plan") with Computershare Trust Company, N.A. Under the Rights Plan, if any person or group acquires 4.99% (the "Trigger Threshold") or more of the outstanding shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), then, subject to certain exceptions, there would be a triggering event under the Rights Plan.

On August 1, 2014, each of Adage Capital Partners, L.P., Adage Capital Partners GP, L.L.C., Adage Capital Advisors, L.L.C., Robert Atchinson and Phillip Gross (collectively, "Adage") filed a Schedule 13G disclosing beneficial ownership of 5.01% of the outstanding Common Stock.

The Company's Board of Directors has determined, in accordance with the provisions of the Rights Plan, that Adage inadvertently acquired shares of Common Stock in excess of the Trigger Threshold without intending to trigger the Rights Plan. Adage has subsequently reduced its beneficial ownership of Common Stock to less than the Trigger Threshold. As such a triggering event under the Rights Plan has not occurred.

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