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):  July 29, 2019

 

EXACT SCIENCES CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

441 Charmany Drive

Madison, WI  53719

(Address of Principal Executive Offices)(Zip Code)

 

Registrant’s telephone number, including area code:  (608) 535-8815

 

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:

 

x  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))

 

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

 

 

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). o

 

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. o

 

 

 

2.02.                     Results of Operations and Financial Condition.

 

On July 29, 2019, Exact Sciences Corporation announced its financial results for the quarter ended June 30, 2019.  A copy of the press release is being furnished as Exhibit 99 to this Current Report on Form 8-K.

 

Except as set forth below in Item 8.01, the information in this Current Report on Form 8-K and Exhibit 99 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

8.01.                     Other Events.

 

The following information contained in Exhibit 99 is incorporated herein by reference: (1) the information included in the third bullet point under the headline, (2) the information contained in the two paragraphs under the heading “Second-Quarter and Genomic Health Combination Conference Call & Webcast” and (3) the information under the headings “Cautionary Statement,” “Additional Information,” “Participants in the Solicitation” and “No Offer or Solicitation.”

 

9.01.                     Financial Statements and Exhibits.

 

Exhibits

 

The exhibits required to be filed as a part of this Current Report on Form 8-K are listed below and incorporated herein by reference.

 

Exhibit No.		Exhibit Description
99		Press release, dated July 29, 2019, issued by Exact Sciences Corporation, furnished herewith.

 

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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: July 29, 2019	By:	/s/ Jeffrey T. Elliott
		Jeffrey T. Elliott
		Chief Financial Officer

 

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