INSULET CORPORATION (NASDAQ:PODD) Files An 8-K Entry into a Material Definitive Agreement

INSULET CORPORATION (NASDAQ:PODD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 – Entry into a Material Definitive Agreement.

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On May 7, 2018, Insulet Corporation (the “Company”) entered into Amendment No.3 (the “Amendment”) to the Company’s Shareholder Rights Agreement, originally dated as of November 18, 2008, as amended, between the Company and Computershare Trust Company, N.A., as rights agent (as amended, the “Rights Agreement”).

The Amendment accelerates the expiration of the Company’s Series A Junior Participating Cumulative Preferred Stock purchase rights (the “Rights”) from 5:00 p.m.(New York City time) on November 15, 2018 to 5:00 p.m.(New York City time) on May 7, 2018, and has the effect of terminating the Rights Agreement as of the date hereof. In connection with the termination of the Rights Agreement, all of the Rights distributed to holders of the Company’s common stock to the Rights Agreement expired on the date hereof.

The foregoing is a summary of the terms of the Amendment. The summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit4.1 and incorporated herein by reference.

Item 1.02 – Termination of a Material Definitive Agreement.

The information set forth under Item 1.01 is incorporated herein by reference.

Item 3.03 – Material Modification to Rights of Security Holders.

The information set forth under Item 1.01 is incorporated herein by reference.

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

In connection with the adoption of the Rights Agreement, on November 20, 2008, the Company filed a Certificate of Designations, Preferences and Rights with the Secretary of State of the State of Delaware setting forth the rights, powers and preferences of the Series A Junior Participating Cumulative Preferred Stock issuable upon exercise of the Rights (the “SeriesA Preferred Stock”).

In connection with the expiration of the Rights and the termination of the Rights Agreement, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware on May 7, 2018 eliminating the SeriesA Preferred Stock and returning it to authorized but undesignated shares of the Company’s preferred stock.

The foregoing is a summary of the terms of the Certificate of Elimination.The summary does not purport to be complete and is qualified in its entirety by reference to the Certificate of Elimination, a copy of which is attached as Exhibit3.1 and incorporated herein by reference.

Item 9.01 – Financial Statements and Exhibits.

(d)Exhibits.


INSULET CORP Exhibit
EX-3.1 2 a51802144ex3_1.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF ELIMINATION OF SERIES A JUNIOR PARTICIPATING CUMULATIVE PREFERRED STOCK OF INSULET CORPORATION Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware                                         Insulet Corporation,…
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About INSULET CORPORATION (NASDAQ:PODD)

Insulet Corporation is engaged in the development, manufacturing and sale of the OmniPod Insulin Management System (the OmniPod System), an insulin delivery system for people with insulin-dependent diabetes. The OmniPod System consists of the OmniPod, a small, self-adhesive disposable tubeless OmniPod device, which is worn on the body for approximately three days at a time and its wireless handheld Personal Diabetes Manager (PDM). The Company purchases OmniPods pursuant to its agreement with Flextronics. It also partners with pharmaceutical and biotechnology companies to tailor the OmniPod technology platform for the delivery of subcutaneous drugs across multiple therapeutic areas. It sells the OmniPod System and other diabetes management supplies in the United States through direct sales to customers or through its distribution partners. The Company purchases OmniPods pursuant to its agreement with Flextronics. The OmniPod System is available in Europe, Canada and Israel.

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