UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 12, 2009
Gen-Probe Incorporated
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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001-31279
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33-0044608 |
(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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10210 Genetic Center Drive
San Diego, CA
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92121 |
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(Zip Code) |
(858) 410-8000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 12, 2009, the Board of Directors (the “Board”) of Gen-Probe Incorporated (the
“Company”) approved the amendment and restatement of the Company’s bylaws (the “Bylaws”), effective
immediately, in order to clarify the process by which stockholders may nominate directors for
election or bring other business before a meeting of stockholders of the Company. As amended and
restated, the Bylaws address recent developments under Delaware case law and assure that the
Company and its stockholders will have a reasonable opportunity to consider nominations and other
business proposed to be brought before a meeting of stockholders of the Company.
The preceding summary is qualified in its entirety by reference to the full text of the Bylaws
themselves, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 8.01 Other Events.
On February 12, 2009, the Board also approved the amendment and restatement of the Company’s
Corporate Governance Guidelines (the “Governance Guidelines”), effective immediately, to require
any director appointed by the Board to stand for advisory vote by stockholders at the next
regularly scheduled annual meeting of stockholders (even if the director is not in the class of
directors standing for election at such annual meeting) and the procedures to follow if the
stockholders of the Company do not ratify the appointment of such director.
The preceding summary is qualified in its entirety by reference to the full text of the
Governance Guidelines themselves, a copy of which is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are filed with this Current Report:
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3.1
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Amended and Restated Bylaws of Gen-Probe Incorporated |
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99.1
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Gen-Probe Incorporated Corporate Governance Guidelines |