Attached files
| file | filename |
|---|---|
| EX-3.1 - EXHIBIT 3.1 - TENGION INC | ex3-1.htm |
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): June 12, 2013
Tengion, Inc.
(Exact name of registrant as specified in its charter)
001-34688
(Commission File Number)
|
Delaware
|
20-0214813
|
|
(State or other jurisdiction of
|
(I.R.S. Employer Identification No.)
|
|
incorporation)
|
3929 Westpoint Blvd., Suite G
Winston-Salem, NC 27103
(Address of principal executive offices, with zip code)
(336) 722-5855
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
|
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
o
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
o
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On June 12, 2013, the Board of Directors of Tengion, Inc. (the “Company”) approved an amendment and restatement of the Company's Amended and Restated Bylaws (the "Second Amended and Restated Bylaws"), effective as of the same date. Among other changes, the Second Amended and Restated Bylaws contain new provisions in Article 2 (Meetings of Stockholders) regarding the timeliness of stockholder proposals. Under the Second Amended and Restated Bylaws, to be timely, a stockholder’s notice of a proposal to be acted upon at the Company’s annual meeting must be received by the Company not less than 60 days nor more than 90 days prior to the anniversary date of the prior year’s annual meeting. If there was no annual meeting in the prior year or if the date of the current year’s annual meeting is more than 30 days before or after the anniversary date of the prior year’s annual meeting, a stockholder’s notice of a proposal must be received on or before 15 days after the day on which the date of the current year’s annual meeting is first disclosed in a public announcement. The above provisions do not apply to stockholder proposals properly brought pursuant to the applicable provisions of federal law. The Second Amended and Restated Bylaws also contain new provisions regarding the required disclosure in a notice of a stockholder proposal.
The foregoing description of the Second Amended and Restated Bylaws is qualified in its entirety by reference thereto, which are filed as Exhibit 3.1 to this Current Report and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(b) Exhibits.
SIGNATURES
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.
|
TENGION, INC.
|
|
|
Date: June 18, 2013
|
By: /s/ A. Brian Davis
|
|
A. Brian Davis
|
|
|
Chief Financial Officer and Vice President, Finance
|
Exhibit Index
|
Exhibit No.
|
Description
|
|
|
|
|
3.1
|