EXACT SCIENCES CORP — Regulatory Filings 2019

Jul 29, 2019

*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 its charter)

Delaware (State or other jurisdiction of incorporation) 001-35092 (Commission File Number) 02-0478229 (IRS Employer Identification No.)

441 Charmany Drive Madison, WI (Address of principal executive offices) 53719 (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:

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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	EXAS	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 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 pursuant to Section 13(a) of the Exchange Act. o

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*Item 8.01. Other Events.*

On July 29, 2019, Exact Sciences Corporation (the “Company”) and Genomic Health, Inc. (“Genomic Health”) issued a joint press release announcing the Company had entered into a definitive agreement with Genomic Health under which the Company will acquire Genomic Health. The joint press release is attached hereto as Exhibit 99.1.

*Item 9.01. Financial Statements and Exhibits.*

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Joint press release dated July 29, 2019

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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, thereunto duly authorized.

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

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