UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

Form 8-K

 


 

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number:   000-31979

Date of Report:   November 1, 2007

 


 

ARRAY BIOPHARMA INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE

84-1460811

(State of other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

3200 WALNUT STREET, BOULDER, COLORADO 80301

(Address of principal executive offices)

 

(303) 381-6600

(Registrant’s telephone number, including area code)

 

        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 November 1, 2007, the stockholders of Array BioPharma Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 60,000,000 to 120,000,000. A copy of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibits are filed with this report.

 

Exhibit
Number

 

Description

3.1

 

Certificate of Amendment to Amended and Restated Certificate of Incorporation

 

2



 

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.

 

 

 

 

ARRAY BIOPHARMA INC.

 

 

 

Date: November 5, 2007

 

 

 

 

/s/ R. Michael Carruthers

 

 

R. Michael Carruthers, Chief Financial Officer

 

 

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