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) December 5, 2007
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Pharmion Corporation
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(Exact name of registrant as specified in its charter)
Delaware 000-50447 84-1521333
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
2525 28th Street, Boulder, Colorado 80301
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 720-564-9100
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
---- Year
On December 5, 2007, the Board of Directors of Pharmion Corporation
(the "Company") amended the Company's by-laws to (i) provide that the
Board of Directors may designate the date on which the annual meeting
of stockholders of the Company may be held and (ii) allow the
Company to issue uncertificated shares of capital stock. A copy of
the Fourth Amended and Restated By-Laws of the Company is filed as
Exhibit 3.1 hereto and is incorporated by reference herein.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits:
3.1 - Fourth Amended and Restated By-Laws
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.
PHARMION CORPORATION
Date: December 6, 2007 By: /s/ Steven N. Dupont
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Name: Steven N. Dupont
Title: Executive Vice President
and General Counsel
EXHIBIT INDEX
Exhibit No. Description
3.1 Fourth Amended and Restated By-Laws