Attached files
| file | filename |
|---|---|
| EX-3.1 - EXHIBIT - GenMark Diagnostics, Inc. | gnmkex31_10312014.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): October 28, 2014 |
GENMARK DIAGNOSTICS, INC. |
(Exact name of registrant as specified in its charter) |
Delaware | 001-34753 | 27-2053069 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
5964 La Place Court Carlsbad, California | 92008 |
(Address of principal executive offices) | (Zip Code) |
760-448-4300 |
(Registrant’s telephone number, including area code) |
(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 October 28, 2014, the Board of Directors of GenMark Diagnostics, Inc. (the “Company”) approved an amendment and restatement of the By-laws of the Company, effective immediately, to include a new Article XIV of the By-laws relating to forum selection in connection with certain litigation matters.
The new forum selection provision provides that, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim against the Company arising pursuant to any provision of the Delaware General Corporation Law or the Certificate of Incorporation or By-laws, or (iv) any action asserting a claim against the Company governed by the internal affairs doctrine shall be a state or federal court located within the state of Delaware, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. The forum selection provision further provides that any person that purchases or otherwise acquires an interest in stock of the Company will be deemed to have notice of and agree to comply with the foregoing provisions.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are filed with this Current Report:
Exhibit No. | Description | |
3.1 | Amended and Restated By-laws of GenMark Diagnostics, Inc. | |
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.
GENMARK DIAGNOSTICS, INC. | |
Date: October 31, 2014 | /s/ Eric Stier_____________________________ |
Eric Stier | |
Senior Vice President, General Counsel and Secretary | |
EXHIBIT INDEX
Exhibit No. | Description | |
3.1 | Amended and Restated By-laws of GenMark Diagnostics, Inc. | |