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): September 27, 2007

 


 

Metabasis Therapeutics, Inc.
(Exact name of registrant as specified in its charter)

 

Delaware

 

000-50785

 

33-0753322

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

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

 

 

 

 

 

11119 North Torrey Pines Road
La Jolla, California

 

92037

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (858) 587-2770

 

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 (see General Instruction A.2. below):

 

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

 

(a)           On September 27, 2007, our Board of Directors amended Article VII, Sections 34 and 36(a) of our Amended and Restated Bylaws, effective immediately, to allow for the issuance of uncertificated shares of our capital stock. Under recent amendments to Nasdaq Stock Market rules, issuers are required to be eligible for a direct registration system whereby shares are uncertificated and represented by electronic record. A copy of our Amended and Restated Bylaws, as of September 27, 2007, is attached as Exhibit 3.2 and incorporated herein by reference.

 

Item 9.01            Financial Statements and Exhibits.

 

(d)        Exhibits.

 

Exhibit
Number

 

Exhibit Description

3.2

 

Amended and Restated Bylaws

 

2



 

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.

 

 

METABASIS THERAPEUTICS, INC.

 

 

 

By:

/s/ John W. Beck

 

 

 

John W. Beck

 

 

Senior Vice President of Finance, Chief
Financial Officer and Treasurer

 

 

 

Date: October 1, 2007

 

 

 

3



 

EXHIBIT INDEX

 

Exhibit
Number

 

Exhibit Description

3.2

 

Amended and Restated Bylaws

 

4