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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 4, 2021

 

United Therapeutics Corporation

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware   000-26301   52-1984749
(State or Other   (Commission   (I.R.S. Employer
Jurisdiction of   File Number)   Identification Number)
Incorporation)        

 

1040 Spring Street    
Silver Spring, MD   20910
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (301) 608-9292

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange on which
registered
Common Stock, par value $0.01 per share   UTHR   Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company      ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

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

 

(a)            On February 4, 2021, the Board of Directors of United Therapeutics Corporation (the “Company”) amended Article VIII of the Company’s Bylaws to add a new federal forum selection provision and to update the Company’s existing forum selection bylaw to track the provisions of Section 115 of the Delaware General Corporation Law (the “DGCL”). The amendment became effective immediately. The provision designates (a) the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have, or declines to accept, jurisdiction, another state court or a federal court located within the State of Delaware) the sole and exclusive forum for any complaint asserting any internal corporate claims; and (b) the United States federal district courts as the sole and exclusive forum for claims asserted under the Securities Act of 1933, in each case, unless the Company selects or consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, and subject to applicable jurisdictional requirements. “Internal corporate claims” are defined as claims, including claims in the right of the Company, that are based upon a violation of a duty by a current or former director, officer, employee or stockholder in such capacity, or as to which the DGCL confers jurisdiction upon the Court of Chancery.

 

The foregoing summary is qualified by reference to the full text of the Company’s Ninth Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1.

 

Item 9.01. Exhibits

 

(d)  Exhibits

 

Exhibit No.  Description of Exhibit
    
3.1  Ninth Amended and Restated Bylaws of United Therapeutics Corporation
    
104  The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  UNITED THERAPEUTICS CORPORATION
     
Dated: February 5, 2021 By: /s/ Paul A. Mahon
  Name: Paul A. Mahon
  Title: General Counsel