united states

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~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~~Earliest ~~event reported~~Event Reported): November 78, 2019

GENOMIC HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction
of incorporation)

000-51541

(Commission
File Number)

77-0552594

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

301 Penobscot Drive
Redwood City, California	94063
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 556-9300

N/A

(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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		GHDX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

~~Item~~INTRODUCTORY ~~5.07 Submission of Matters to a Vote of Security Holders.~~NOTE

AOn ~~Special~~November ~~Meeting~~8, of2019, ~~Stockholders (~~the ~~“Special~~acquisition ~~Meeting”)~~ of Genomic Health, Inc. (~~the~~ “~~Company~~Genomic Health”) ~~was~~by ~~held~~Exact onSciences ~~November~~Corporation 7,(“Exact Sciences”) ~~2019~~was atconsummated ~~10:00~~pursuant ~~AM,~~to ~~P.T.,~~the atterms of the ~~offices~~previously ofannounced ~~Pillsbury~~Agreement ~~Winthrop~~and ~~Shaw~~Plan ~~Pittman~~of ~~LLP~~Merger, ~~located~~dated atas ~~2550~~of ~~Hanover~~July ~~Street~~28, ~~Palo~~2019 ~~Alto~~(the “Merger Agreement”), ~~California 94304.~~by Aand ~~total~~among ofGenomic 31Health,~~918,176~~ ~~shares~~Exact ofSciences ~~the~~and ~~Company’s~~Spring ~~common~~Acquisition ~~stock~~Corp., ~~were~~a ~~present~~wholly inowned ~~person~~subsidiary of orExact bySciences ~~proxy~~(“Merger atSub”). Pursuant to the ~~Special~~Merger ~~Meeting~~Agreement, Merger Sub merged with and into Genomic Health ~~representing~~(the ~~85.01%~~“Merger”), ofwith Genomic Health continuing as the ~~total~~surviving ~~number~~corporation. As a result of ~~shares~~the ~~outstanding~~Merger, ~~and~~Genomic ~~entitled~~Health became toa ~~vote~~wholly atowned ~~the~~subsidiary ~~meeting~~of Exact Sciences.

~~The~~Item ~~number~~2.01 Completion of ~~votes~~Acquisition ~~cast for~~ or ~~against, as~~Disposition ~~well~~of ~~as abstentions and broker non-votes, as applicable, with respect to each proposal considered at the Special Meeting is as follows:~~Assets.

~~Proposal~~The Noinformation set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2. 101.

ToAt ~~adopt~~ the ~~Agreement~~effective ~~and~~time ~~Plan~~ of the Merger on November 8, ~~dated~~2019 as(the “Effective Time”), each share of ~~July 28~~common stock, ~~2019~~par value $0.0001 per share, of Genomic Health (“Genomic Health Common Stock”) issued and outstanding immediately prior to the Effective Time (except for shares held by a holder who properly exercised and ~~among~~perfected ~~Exact~~appraisal ~~Sciences~~rights ~~Corporation~~under Delaware law) was converted into the right to receive (i) $27.50 in cash, ~~Spring~~without ~~Acquisition~~interest, ~~Corp~~and (ii) 0.45043 of a share of common stock, par value $0.01 per share, of Exact Sciences (“Exact Sciences Common Stock”) and ~~the~~cash ~~Company~~in lieu of fractional shares (together, the “Merger ~~Agreement~~Consideration”), ~~and~~ ~~approve~~less ~~the~~any applicable ~~merger~~withholding ~~contemplated thereby~~taxes.

For		Against		Abstain		Broker Non-Votes
31,749,338		94,939		73,899		0

As of the Effective Time, each outstanding Genomic Health stock option granted to a non-employee director of Genomic Health, whether or not vested, and each vested Genomic Health stock option was canceled in exchange for the right to receive the Merger Consideration in an amount based on the spread between the Merger Consideration and the per share exercise price of such Genomic Health stock option, less applicable tax withholding. In addition, as of the Effective Time, each outstanding Genomic Health restricted stock unit granted to a non-employee director of Genomic Health was canceled in exchange for the right to receive the Merger Consideration in respect of each share of Genomic Health Common Stock subject to such award. Each outstanding unvested Genomic Health stock option and outstanding Genomic Health restricted stock unit (other than any stock options or restricted stock units held by non-employee directors) was assumed by Exact Sciences and converted into a corresponding award of Exact Sciences as of the Effective Time, in each case, as calculated in accordance with the formula set forth in the Merger Agreement and after appropriate adjustments to reflect the consummation of the Merger and the terms and conditions applicable to such awards immediately prior to the Effective Time.

~~Proposal~~The Nomerger was financed by the use of cash on hand. 2

ToThe ~~approve,~~foregoing bydescription of ~~advisory~~the ~~(non-binding)~~Merger ~~vote,~~Agreement ~~certain~~and ~~compensation arrangements~~Merger ~~that~~is ~~may~~not becomplete ~~paid~~and oris ~~become~~qualified ~~payable~~in its entirety by reference to the Merger Agreement, which was included as Exhibit 2.1 to the Company’s ~~named~~Current ~~executive~~Report ~~officers~~filed inon ~~connection~~Form 8-K with the ~~merger~~Securities ~~contemplated by~~and Exchange Commission (the ~~Merger~~“SEC”) ~~Agreement~~on July 30, 2019, and is incorporated into this item by reference.

For		Against		Abstain		Broker Non-Votes
31,515,129		305,545		97,502		0

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Proposal~~On NoNovember 8, 2019, in connection with the consummation of the Merger, Genomic Health notified the Nasdaq Stock Market LLC (“Nasdaq”) that the Merger had been consummated and requested that Nasdaq file with the SEC a notification on Form 25 to delist the Genomic Health Common Stock from Nasdaq and to deregister the Genomic Health Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Genomic Health Common Stock ceased trading on Nasdaq prior to market open on November 8, 2019. Genomic Health intends to file with the SEC a Certification and Notice of Termination on Form 15 requesting the deregistration of the Genomic Health Common Stock under Section 12(g) of the Exchange Act and the suspension of Genomic Health’s reporting obligations under Sections 13 and 15(d) of the Exchange Act. The disclosure set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

ToItem ~~approve~~3.03. ~~the~~Material ~~adjournment~~Modification ~~of the Special Meeting~~ to aRights ~~later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time~~ of ~~the~~Security ~~Special Meeting to approve Proposal No~~Holders. 1.

For		Against		Abstain		Broker Non-Votes
29,411,769		2,426,213		80,194		0

The disclosure set forth in the Introductory Note and under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

~~Sufficient~~Item ~~votes were received to approve Proposal No~~5.01. 3,Changes ~~but such an adjournment was not necessary~~ in ~~light~~Control of ~~the approval of Proposal No~~Registrant. 1.

The disclosure set forth in the Introductory Note and under Item 72.01 ~~Regulation~~of FDthis ~~Disclosure~~Current Report on Form 8-K is incorporated by reference into this Item 5.01. The total aggregate consideration payable in the transaction was approximately $1.06 billion in cash and 17.4 million shares of Exact Sciences Common Stock.

~~The~~Item ~~press~~5.02. ~~release~~Departure ~~issued~~of byDirectors ~~the~~or ~~Company~~Certain onOfficers; ~~November~~Election 7,of ~~2019 is~~Directors; ~~being~~Appointment ~~furnished~~of asCertain ~~Exhibit~~Officers; ~~99.1~~Compensatory toArrangements ~~this~~of ~~Current~~Certain ~~Report on Form 8-K~~Officers.

~~The~~Pursuant ~~information~~to inthe Merger ~~Exhibit~~Agreement, ~~99.1~~at isthe ~~intended~~Effective Time, the members of the board of directors of Genomic Health immediately prior to bethe ~~furnished~~Effective ~~and~~Time, ~~shall~~being ~~not~~Kimberly beJ. ~~deemed~~Popovits, ~~“filed”~~Julian ~~for~~C. ~~purposes~~Baker, ofFelix ~~Section~~J. 18Baker, ofPh.D., ~~the~~Fred ~~Securities~~E. ~~Exchange~~Cohen, ~~Act~~M.D., ofD.Phil., ~~1934~~Barry ~~(the~~P. ~~“Exchange~~Flannelly, Pharm.D., ~~Act”)~~Henry orJ. ~~otherwise~~Fuchs, ~~subject~~M.D., toGinger ~~the~~L. ~~liabilities~~Graham ofand ~~that~~Geoffrey ~~section~~M. Parker, ~~nor~~resigned ~~shall~~from itthe beboard ~~deemed~~of ~~incorporated~~directors byof ~~reference~~Genomic inHealth. ~~any~~Also ~~filing~~at ~~under~~the Effective Time, the ~~Securities~~members ~~Act~~of the board of ~~1933~~directors orof Merger Sub immediately prior to the ~~Exchange~~Effective ~~Act~~Time, ~~except~~being asKevin ~~expressly~~T. Conroy, ~~set~~D. ~~forth~~Scott byCoward ~~specific~~and ~~reference~~Jeffrey inT. ~~such~~Elliott, ~~filing~~became members of the board of directors of Genomic Health.

As of immediately following the Effective Time, each executive officer of Genomic Health was removed from his or her officership position with Genomic Health. As of immediately following the Effective Time, Genomic Health appointed Kevin T. Conroy as President, Jeffrey T. Elliott as Chief Financial Officer and G. Bradley Cole as General Manager, Precision Oncology. Kevin T. Conroy, age 54, has served as Exact Sciences’ President and Chief Executive Officer since April 2009, as a director of Exact Sciences since March 2009 and as Chairman of the Exact Sciences’ board of directors since March 2014. Jeffrey T. Elliott, age 42, has served as Exact Sciences’ Chief Financial Officer since November 2016. Prior to his appointment as Chief Financial Officer, Mr. Elliott served as Exact Sciences’ Vice President, Business Development and Strategy, from June 2016 to November 2016. Prior to joining the Exact Sciences, from 2007 to 2016, Mr. Elliott was with Robert W. Baird & Co., where from June 2012 to June 2016 he was a senior research analyst who covered diagnostics and life science tools companies. G. Bradley Cole, age 63, has served as Genomic Health’s Chief Financial Officer since June 2014, and from July 2004 until January 2011. Mr. Cole also served as Genomic Health’s Chief Operating Officer from January 2009 until March 2018.

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

Pursuant to the Merger Agreement, the restated certificate of incorporation of Genomic Health that was in effect immediately prior to the Effective Time was amended and restated in its entirety as set forth in Exhibit B to the Merger Agreement and, as so amended and restated, is the certificate of incorporation of the surviving corporation. The bylaws of Merger Sub that were in effect immediately prior to the Effective Time became the bylaws of the surviving corporation, except as to the name of the surviving corporation, which is “Genomic Health, Inc.” The certificate of incorporation and the bylaws of Genomic Health as so amended and restated are attached as Exhibits 3.1 and 3.2 hereto, respectively, and incorporated herein by reference.

The information contained in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
Exhibit		Description
99.1		Press release, dated November 7, 2019, issued by Genomic Health, Inc., furnished herewith.
2.1		Agreement and Plan of Merger, dated as of July 28, 2019, by and among Exact Sciences Corporation, Spring Acquisition Corp. and Genomic Health, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Genomic Health, Inc. on July 30, 2019)*
3.1		Amended and Restated Certificate of Incorporation of Genomic Health, Inc.
3.2		By-Laws of Genomic Health, Inc., as amended
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

* Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Genomic Health hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC; provided, however, that Genomic Health may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934 for any schedules so furnished.

SIGNATURE

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.

	GENOMIC HEALTH, INC.
Date: November 7, 2019	By:	/s/ Jason W. Radford
Date: November 8, 2019	By:	/s/ Jeffrey T. Elliott
		Jason W. Radford
		Name: Jeffrey T. Elliott
		Chief Legal Officer
		Title: Chief Financial Officer

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