0001104659-10-019503.txt : 20100413 0001104659-10-019503.hdr.sgml : 20100413 20100413163003 ACCESSION NUMBER: 0001104659-10-019503 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100413 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100413 DATE AS OF CHANGE: 20100413 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXACT SCIENCES CORP CENTRAL INDEX KEY: 0001124140 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 204782291 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32179 FILM NUMBER: 10747403 BUSINESS ADDRESS: STREET 1: 441 CHARMANY DRIVE CITY: MADISON STATE: WI ZIP: 53719 BUSINESS PHONE: 608-284-5700 MAIL ADDRESS: STREET 1: 441 CHARMANY DRIVE CITY: MADISON STATE: WI ZIP: 53719 FORMER COMPANY: FORMER CONFORMED NAME: EXACT CORP DATE OF NAME CHANGE: 20000919 8-K 1 a10-8072_18k.htm 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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 event reported): April 13, 2010

EXACT SCIENCES CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware		000-32179		02-0478229
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

441 Charmany Drive

Madison, WI 53719

(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code: (608) 284-5700

Not Applicable

(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:

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 8.01. Other Events.

On April 13, 2010, Exact Sciences Corporation (the “Company”) issued a news release announcing that it had commenced an underwritten public offering of 3,500,000 shares of its common stock pursuant to an effective shelf registration statement on Form S-3 (Reg. No. 333-147511) previously filed with the Securities and Exchange Commission. All of the shares will be offered by the Company. The Company intends to grant the underwriter in the offering an option to purchase up to 525,000 additional shares of common stock at the same price per share to cover any over-allotments. Robert W. Baird & Co. Incorporated will act as the underwriter for the offering.

A copy of the news release announcing the commencement of offering is attached hereto as Exhibit 99 and is incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

The exhibits required to be filed as a part of this Current Report on Form 8-K are listed in the Exhibit Index attached hereto and incorporated herein by reference.

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.

	EXACT SCIENCES CORPORATION


Date: April 13, 2010	By:	/s/ Maneesh Arora
		Maneesh Arora
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Exhibit Description

99		News release, dated April 13, 2010, issued by Exact Sciences Corporation.

EX-99 2 a10-8072_1ex99.htm EX-99

Exhibit 99

Contact:

Maneesh K. Arora

Chief Financial Officer, Exact Sciences Corp.

608-284-5720

For Immediate Release

Exact Sciences Announces Common Stock Offering

MADISON, Wis., April 13, 2010 — Exact Sciences Corp. (Nasdaq: EXAS) announced today that it has commenced an underwritten public offering of 3,500,000 shares of common stock. The company intends to grant the underwriter in the offering an option to purchase up to 525,000 additional shares of common stock at the same price per share to cover any over-allotments.

The company expects to use the net proceeds from the offering for general corporate and working capital purposes, including the funding of strategic initiatives that the company may undertake from time to time, for product development and the furtherance of the company’s efforts to obtain FDA clearance of its sDNA colorectal cancer screening product.

Robert W. Baird & Co. will act as the underwriter for the offering, and XMS Capital Partners, LLC, will act as financial advisor for the company in connection with the offering. The offering is being made only by means of a prospectus and related prospectus supplement, copies of which may be obtained from the offices of Robert W. Baird & Co. Incorporated, 777 E. Wisconsin Ave., 28th Floor, Milwaukee, WI 53202-5391, or by calling 1-800-792-2413. Electronic copies of the prospectus and the prospectus supplement are available on the Securities and Exchange Commission’s Web site at www.sec.gov.

The shares are being offered pursuant to an effective registration statement. This news release does not constitute an offer to sell these securities or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Exact Sciences Corp.

Exact Sciences Corp. is a molecular diagnostics company focused on colorectal cancer. The company has exclusive intellectual property protecting its non-invasive, molecular screening technology for the detection of colorectal cancer. Stool-based DNA technology is included in the colorectal cancer screening guidelines of the American Cancer Society and the U.S. Multi-Society Task Force on Colorectal Cancer.

Certain statements made in this news release contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain

assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “could,” “seek,” “intend,” “plan,” “estimate,” “anticipate,” “goal,” or other comparable terms. Forward-looking statements in this news release may address the following subjects among others: our intended use of proceeds from the underwritten public offering. Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, as a result of various factors including those risks and uncertainties described in the Risk Factors and in Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of our most recently filed Annual Report on Form 10-K, as well as those risks and uncertainties described in the Risk Factors section of the prospectus and related prospectus supplement referenced above. We urge you to consider those risks and uncertainties in evaluating our forward-looking statements. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

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