SEATTLE GENETICS INC /WA false 0001060736 --12-31 0001060736 2020-10-06 2020-10-06





Washington, D.C. 20549






Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 6, 2020



Seattle Genetics, Inc.

(Exact name of Registrant as specified in its charter)




Delaware   0-32405   91-1874389

(State or other jurisdiction of

incorporation or organization)



File Number)


(I.R.S Employer

Identification No.)

21823 30th Drive SE

Bothell, Washington 98021

(Address of principal executive offices, including zip code)

(425) 527-4000

(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):


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 class





Name of each exchange

on which registered

Common Stock, par value $0.001   SGEN   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 5.03.

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

Seattle Genetics, Inc. (the “Company”) changed its corporate name to “Seagen Inc.” by filing a Certificate of Amendment of the Fourth Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware (the “Name Change”) on October 6, 2020. The amendment was effected pursuant to Section 242 of the Delaware General Corporation Law, which permits such amendments to be adopted by a corporation’s Board of Directors without stockholder approval. The Name Change was approved by the Company’s Board of Directors on September 10, 2020.

The Name Change does not affect the rights of the Company’s security holders. The Company’s common stock will continue to trade on The Nasdaq Global Select Market under the symbol “SGEN” and the Company’s new name of “Seagen Inc.” will replace “Seattle Genetics, Inc.” on The Nasdaq Global Select Market commencing on October 9, 2020.

The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 and incorporated by reference herein.


Item 9.01.

Financial Statements and Exhibits.




3.1    Certificate of Amendment of the Fourth Amended and Restated Certificate of Incorporation of Seattle Genetics, Inc.
104    Cover Page Interactive Data File (formatted as Inline XBRL).


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.


Date: October 8, 2020     By:  

/s/ Jean I. Liu

      Jean I. Liu
      Executive Vice President, Legal Affairs & General Counsel