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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): November 12, 2004
REGENERON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| New York | 000-19034 | 133444607 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
||
| 777 Old Saw Mill River Road, Tarrytown, New York |
10591-6707 | |||
| (Address of principal executive offices) |
(Zip Code) | |||
(914) 347-7000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
On November 12, 2004, the Company’s board of directors adopted an amendment to Article I, Section 5 of the Company’s By-Laws (the “By-Laws”) which sets forth the quorum requirements for meetings of shareholders. The amendment was adopted solely to conform the text of Section 5 of the By-Laws to the requirements of Section 608(a) of the New York Business Corporation Law (the “NYBCL”), which provides that the holders of a majority of the votes of shares issued and outstanding and entitled to vote shall constitute a quorum at a meeting of shareholders. Prior to the amendment, Section 5 of the By-Laws provided that, except as required by law or the By-Laws, the holders of record of at least a majority of the shares of stock issued and outstanding and entitled to vote constituted a quorum at all meetings of shareholders. The foregoing description of the amendment is qualified in its entirety by reference to the text of amended Article I, Section 5 of the By-Laws which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
| Exhibit Number |
Description |
|
3.1
|
Amended text of Article I, Section 5 of the Company’s By-Laws |
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Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| REGENERON PHARMACEUTICALS, INC. |
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| Dated: November 12, 2004 | By: | /s/ Stuart Kolinski | ||
| Stuart Kolinski | ||||
| Vice President and General Counsel | ||||
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Exhibit Index
| Number |
Description |
|
3.1
|
Amended text of Article I, Section 5 of the Company’s By-laws |
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Exhibit 3.1
Section 5. Quorum. The holders of record of at least a majority of the votes of shares of the stock of the corporation, issued and outstanding and entitled to vote, present in person or by proxy, shall, except as otherwise provided by law, the certificate of incorporation or these By-Laws, constitute a quorum at all meetings of the shareholders; if there be no such quorum, the holders of a majority of the votes of such shares so present or represented may adjourn the meeting from time to time until a quorum shall have been obtained.
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