8-KShareholder MattersCorporate ChangesExhibits & Filings

ALNYLAM PHARMACEUTICALS, INC. 8-K Report, Rights Modification (Jul 14, 2015)

Filed July 14, 2015For Securities:ALNY

Summary

Alnylam Pharmaceuticals, Inc. (ALNY) filed an 8-K on July 14, 2015, to report a material modification to its corporate structure. Specifically, the company filed a Certificate of Elimination with the Delaware Secretary of State, which effectively eliminated its Series A Junior Participating Preferred Stock. This preferred stock, originally designated in 2005 in connection with a now-expired stockholder rights plan, had 125,000 shares that are now returned to the status of authorized but unissued shares of preferred stock. This action is largely administrative, stemming from the expiration of the stockholder rights plan on July 13, 2015. Alnylam also indicated that it would take routine, voluntary steps to deregister the related preferred stock purchase rights and delist them from the Nasdaq Global Select Market. Importantly, these changes are expected to have no impact on the company's common stock, which remains listed on the Nasdaq Global Select Market.

Key Highlights

  • 1Alnylam Pharmaceuticals filed a Certificate of Elimination on July 14, 2015.
  • 2The filing formally eliminates the Series A Junior Participating Preferred Stock.
  • 3This preferred stock was originally created in 2005 as part of a stockholder rights plan.
  • 4The stockholder rights plan expired on July 13, 2015.
  • 5125,000 shares of Series A Junior Participating Preferred Stock are returned to authorized but unissued status.
  • 6Routine administrative actions will be taken to deregister and delist the preferred stock purchase rights from Nasdaq.
  • 7These changes will not affect Alnylam's common stock or its listing on the Nasdaq Global Select Market.

Frequently Asked Questions

The main purpose of this 8-K filing is to report the formal elimination of Alnylam Pharmaceuticals' Series A Junior Participating Preferred Stock following the expiration of its associated stockholder rights plan.

No, the filing explicitly states that these actions are administrative and will have no effect on the company's common stock or its listing on the Nasdaq Global Select Market.

The Series A Junior Participating Preferred Stock was originally designated in 2005 in connection with a stockholder rights plan, which is a common corporate governance tool.

Alnylam will take routine, voluntary steps to deregister the preferred stock purchase rights under the Securities Exchange Act of 1934 and delist them from the Nasdaq Global Select Market.