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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2012
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission File Number: 001-16633
Array BioPharma Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
84-1460811
(State of Incorporation)
(I.R.S. Employer Identification No.)
3200 Walnut Street
Boulder, Colorado 80301
(Address of Principal Executive Offices)
(303) 381-6600
(Registrant's Telephone Number, Including Area Code)
Common Stock, Par Value $.001 per Share
(Securities Registered Pursuant to Section 12(b) of the Act)
The NASDAQ Stock Market LLC (NASDAQ Global Market)
(Name of Exchange on Which Registered)
None
(Securities Registered Pursuant to Section 12(g) of the Act)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
Yes
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.
Yes
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of ``large accelerated filer,'' ``accelerated filer'' and ``smaller reporting company'' in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
(do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
No
The aggregate market value of voting stock held by non-affiliates of the registrant as of December 31, 2011 (based upon the closing sale
price of such shares as of the last trading day of the second fiscal quarter ended December 31, 2011, on the NASDAQ Global Market) was
$76,832,196. Shares of the Registrant's common stock held by each executive officer and director and by each entity that owns 5% or
more of the Registrant's outstanding common stock have been excluded in that such persons or entities may be deemed to be affiliates.
This determination of affiliate status is not necessarily a conclusive determination for other purposes.
Number of shares outstanding of the registrant's class of common stock as of August 10, 2012: 92,081,519.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement to be filed with the Securities and Exchange Commission on Form 14A for the 2012
Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K to the extent stated therein.