UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OFDate ~~THE~~of ~~SECURITIES~~Report ~~EXCHANGE~~(Date ~~ACT~~of OFearliest ~~1934~~event reported): January 21, 2016

~~Date~~DYAX ~~of Report (Date of earliest event reported): December 11, 2015~~ CORP.

Dyax Corp.

(Exact name of Registrant as specified in its charter)

Delaware		000-24537		04-3053198
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

55 Network Drive

Burlington, MA 01803

(Address of principal executive offices) (Zip Code)

(617) 225-2500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

xo 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 82.01. ~~Other~~Completion ~~Events~~of Acquisition or Disposition of Assets.

On ~~December~~January 1122, 2016 (the “Closing Date”), pursuant to the Agreement and Plan of Merger, dated as of November 2, 2015 (the “Merger Agreement”), by and among Dyax Corp., a Delaware corporation (“Dyax”), orShire ~~the~~Pharmaceuticals International, a company incorporated in Ireland (“~~Company~~SPI”), ~~issued~~Parquet Courts, Inc., a ~~press~~Delaware ~~release~~corporation ~~announcing~~and ~~that~~a itwholly ~~had~~owned ~~established~~subsidiary of SPI (“Merger Sub”) and Shire plc, a ~~record~~ ~~date~~company ofincorporated ~~December 11~~in Jersey (“Shire”), ~~2015~~Merger ~~for~~Sub amerged ~~special~~with ~~meeting~~and into Dyax, with Dyax being the surviving corporation (the “Merger”). At the effective time of ~~stockholders~~the merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of Dyax (each, a “Dyax Share”) issued and outstanding immediately prior to bethe ~~held~~Effective onTime, ~~January~~other than (i) 21Dyax Shares owned by SPI, ~~2016.~~Merger AtSub ~~the~~or ~~special~~any ~~meeting~~other direct or indirect wholly owned subsidiary of SPI and Dyax Shares owned by Dyax, ~~the~~and ~~stockholders~~in each case not held on behalf of third parties and (ii) Dyax ~~will~~Shares beowned ~~asked~~by tostockholders ~~consider~~who have perfected and ~~vote~~not ~~upon~~withdrawn a ~~proposal~~demand for (or lost their right to) ~~adopt~~appraisal rights pursuant to Section 262 of the ~~Agreement~~General ~~and Plan~~Corporation Law of ~~Merger~~the State of Delaware (collectively, ~~dated~~the ~~November~~“Excluded Shares”), was converted into the right to receive (a) 2$37.30 in cash subject to any applicable withholding of taxes, ~~2015~~without interest (the “Per Share Cash Consideration”) and (b) one contractual contingent value right (each, ~~among~~a ~~Dyax~~“CVR”), ~~Shire~~which ~~Pharmaceuticals~~represents ~~International~~the right to receive a payment of $4.00 in cash, ~~Parquet~~without ~~Courts~~interest, ~~Inc.~~if ~~and~~the ~~Shire~~specified ~~plc~~milestone set forth in the Contingent Value Rights Agreement entered into between Shire and ~~upon~~American ~~other~~Stock ~~related~~Transfer & ~~matters.~~Trust Company, LLC on the Closing Date is achieved (together with the Per Share Cash Consideration, the “Merger Consideration”).

AThe ~~copy~~foregoing description of the ~~press~~Merger ~~release~~Agreement and the Merger does not purport to be complete and is ~~attached~~subject ~~hereto~~to, and qualified in its entirety by, the full text of the Merger Agreement, which was filed as Exhibit 99 2.1 ~~and~~to isDyax’s Current Report on Form 8-K filed with the U.S. Securities Exchange Commission (the “SEC”) on November 2, 2015 and incorporated by reference herein.

~~Cautionary~~Item ~~Statement~~3.01. ~~Regarding~~Notice ~~Forward-Looking~~of ~~Statements~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Certain~~In ~~statements~~connection inwith ~~this~~the ~~filing~~consummation ~~may~~of ~~contain~~the ~~certain~~Merger, ~~“forward-looking~~Dyax ~~statements”~~requested ~~(including~~that ~~“forward-looking statements” within~~ the ~~meaning~~ ofNASDAQ ~~Section 27A~~Stock ofMarket ~~the~~(“NASDAQ”) ~~Securities~~suspend ~~Act~~trading of ~~1933,~~Dyax asShares ~~amended,~~effective ~~and~~as ~~Section 21E~~ of the ~~Securities~~close ~~Exchange Act~~ of ~~1934,~~business ason ~~amended),~~the ~~including~~day ~~with~~prior ~~respect~~ to the ~~proposed~~Closing ~~acquisition~~Date, ofJanuary 22, 2016, remove Dyax byShares ~~Shire.~~from ~~All~~listing ~~statements~~on ~~other~~NASDAQ, ~~than statements~~and file a notification of ~~historical~~removal orfrom ~~current~~listing ~~facts~~on ~~included~~Form 25 inwith ~~this~~the ~~filing~~SEC ~~are~~with ~~forward-looking~~respect ~~statements.~~to ~~Forward-looking~~the ~~statements~~delisting ~~often~~of ~~use~~Dyax ~~words~~Shares ~~such~~and asthe ~~“anticipate”,~~deregistration ~~“target”,~~of ~~“expect”,~~Dyax ~~“estimate”, “predict”,~~Shares ~~“intend”,~~under ~~“plan”,~~Section 12(b) of ~~“contemplate”,~~the ~~“project”,~~Securities ~~“potential”,~~Exchange ~~“goal”,~~Act ~~“continue”,~~of ~~“believe”~~1934, ~~“will”,~~as ~~“likely”,~~amended ~~“may”, “should”,~~(the “~~would”,~~Exchange ~~“could~~Act”). Dyax orintends ~~other~~to ~~words~~file orwith ~~terms~~the ofSEC ~~similar~~a ~~meaning.~~certification ~~Such~~on ~~statements~~Form 15 ~~are~~under ~~based upon~~ the ~~Company’s~~Exchange ~~current~~Act, ~~beliefs~~requesting ~~and~~the ~~expectations~~deregistration ~~and~~of ~~are~~Dyax ~~subject~~Shares ~~to significant risks~~ and ~~uncertainties.~~suspending ~~Actual results~~Dyax’s ~~may~~reporting ~~vary~~obligations ~~materially~~under ~~from~~Section 13 ~~those~~and ~~set~~15(d) of ~~forth in~~ the ~~forward-looking~~Exchange ~~statements~~Act.

~~Although~~The ~~the~~information ~~Company~~set ~~believes~~forth ~~the expectations contained~~ in ~~its forward-looking~~Item ~~statements are reasonable, it can give no assurance that such expectations will prove correct~~2.01 ~~Such~~of ~~risks~~this ~~and~~Current ~~uncertainties~~Report ~~include~~on ~~risks~~Form 8-K ~~and~~is ~~uncertainties~~incorporated ~~related~~by toreference ~~the~~in ~~proposed~~this ~~transaction~~Item ~~with Shire Pharmaceuticals International, Parquet Courts, Inc~~3. ~~and Shire plc including, but not limited to:~~ 01.

•Item ~~the~~3.03. ~~expected~~Material ~~timing~~Modification ~~and~~to ~~likelihood~~Rights of ~~completion~~Security ~~of the pending merger;~~Holders.

•As ~~the~~set ~~occurrence~~forth ofin ~~any~~Item ~~event,~~2.01 ~~change~~of orthis ~~other~~Current ~~circumstances~~Report ~~that~~on ~~could~~Form 8-K, ~~give~~upon ~~rise~~the toEffective ~~the~~Time, ~~termination~~each ofDyax ~~the~~Share ~~merger~~issued ~~agreement,~~and ~~including~~outstanding aimmediately ~~termination~~prior ofto the ~~merger~~Effective ~~agreement~~Time ~~under~~was ~~circumstances~~converted ~~that~~into ~~could~~the ~~require~~right us to ~~pay~~receive athe ~~termination~~Merger ~~fee;~~Consideration.

•At the ~~possibility~~Effective ~~the Company’s stockholders may not approve the merger;~~Time,

•· each ~~the~~option ~~risk~~to purchase Dyax Shares (each, a “Dyax Option”) that is outstanding immediately prior to the ~~parties~~Effective ~~may~~Time ~~not~~was becancelled ~~able~~in toexchange ~~satisfy~~for the ~~conditions~~right to ~~the~~receive ~~proposed~~(without ~~merger~~interest): (A) an amount in acash ~~timely~~equal ~~manner~~to the product of (i) the excess of the Per Share Cash Consideration over the exercise price per Dyax Share for such Dyax Option; and (ii) the total number of Dyax Shares subject to such Dyax Option (less any withholding or attransfer ~~all~~taxes); and (B) one CVR for each Dyax Share subject to such Dyax Option; and

•· each restricted stock unit (each, a “Dyax RSU”) outstanding immediately prior to the ~~failure~~Effective Time was cancelled in exchange for the right to receive (without interest): (A) an amount in cash equal to the product of (i) the ~~merger~~number of Dyax Shares subject to ~~close~~such ~~for~~Dyax RSU; and (ii) the Per Share Cash Consideration (less any ~~other~~tax ~~reason~~withholding); and (B) one CVR for each Dyax Share subject to such Dyax RSU.

•The ~~the~~information ~~non-occurrence~~set forth in Items 2.01, 3.01 and 5.01 of ~~the~~this ~~milestone~~Current ~~event~~Report ~~specified~~on inForm 8-K ~~the~~is ~~contingent~~incorporated ~~value~~by ~~rights~~reference ~~agreement;~~in this Item 3.03.

•Item ~~risks~~5.01. ~~related~~Changes toin ~~disruption~~Control of ~~management time from ongoing business operations due to the proposed merger;~~Registrant.

•As ~~limitations~~a ~~placed~~result onof ~~our~~the ~~ability~~consummation toof ~~operate~~ the ~~business~~Merger, byand upon effectiveness of the ~~merger~~Merger, ~~agreement;~~a change of control of Dyax occurred, and Dyax became a wholly owned subsidiary of SPI.

•The ~~the~~information ~~outcome~~set offorth ~~any~~in ~~legal~~Item ~~proceedings~~2.01 ~~instituted~~of ~~against~~this ~~the~~Current ~~Company~~Report ~~and/or~~on ~~others~~Form 8-K ~~relating~~is toincorporated ~~the~~by ~~merger~~reference ~~agreement,~~into ~~and~~this ~~the~~Item ~~transactions contemplated thereby, including the merger;~~5.01.

•Item ~~the~~5.02. ~~risk~~Departure ~~that~~of ~~any~~Directors ~~announcements~~or ~~relating~~Certain toOfficers; ~~the~~Election ~~proposed~~of ~~merger~~Directors; ~~could~~Appointment ~~have~~of ~~adverse~~Certain ~~effects~~Officers; onCompensatory ~~the~~Arrangements ~~market price~~ of ~~the~~Certain ~~Company’s common stock;~~Officers.

•Pursuant to the ~~risk~~terms ~~that~~of the ~~proposed~~Merger ~~transaction~~Agreement, ~~and~~as ~~its~~of ~~announcement~~the ~~could~~Effective ~~have~~Time, aneach ~~adverse~~of ~~effect on~~ the ~~ability~~ten directors of ~~the~~Dyax ~~Company~~(Henry toE. ~~retain~~Blair, ~~and~~Abbie ~~hire~~Celniker, ~~key~~Ph.D., ~~personnel~~Gustav ~~and~~A. ~~maintain~~Christensen, ~~relationships~~Ron ~~with~~Cohen, ~~its~~M.D., ~~suppliers~~James ~~and~~W. ~~customers~~Fordyce, ~~and~~Mary onAnn ~~its~~Gray, ~~operating~~Ph.D., ~~results~~Thomas L. Kempner, Marc D. Kozin, David J. McLachlan and ~~businesses~~Paolo ~~generally;~~Pucci) voluntarily resigned from the board of directors of Dyax and from all committees of the board of directors on which they served.

•As ~~certain~~of ~~presently~~the ~~unknown~~Effective orTime, ~~unforeseen~~Gustav ~~factors~~A. Christensen (President and Chief Executive Officer), ~~including~~Burt Adelman, ~~but~~M.D. ~~not~~(Executive ~~limited~~Vice toPresident of R&D and Chief Medical Officer), ~~acts~~George ofMigausky ~~terrorism~~(Executive Vice President and ~~natural~~Chief ~~disasters~~Financial Officer), Andrew Ashe (Executive Vice President and General Counsel) and Todd Bazemore (Executive Vice President and Chief Commercial Officer) voluntarily resigned from their respective positions as officers of Dyax.

~~The~~Item ~~Company cautions that the foregoing list of important factors that may affect future results is not exhaustive~~5.03. ~~The~~Amendments ~~Company undertakes no obligation~~ to ~~correct~~ orArticles ~~update any forward-looking statements, whether as a result~~ of ~~new~~Incorporation ~~information, future events~~ or ~~otherwise.~~Bylaws; ~~Additional~~Change ~~information on factors that may affect the business and financial results of the company can be found~~ in ~~the~~Fiscal ~~filings of the Company made from time to time with the Securities and Exchange Commission (“SEC”)~~Year. ~~Unless indicated otherwise, the terms “Dyax” and “Company” each refer collectively to the Company and its subsidiaries.~~

~~Additional~~Pursuant ~~Information~~to the terms of the Merger Agreement, at the Effective Time, the Dyax certificate of incorporation and ~~Where~~bylaws towere ~~Find~~amended Itand restated in their entirety.

~~In connection~~Copies ~~with~~of the ~~merger,~~Amended ~~the Company will prepare a definitive proxy statement to be filed with the SEC. When completed, a definitive proxy statement~~ and aRestated ~~form~~Certificate of ~~proxy~~Incorporation ~~will~~of beDyax ~~mailed~~and to the ~~stockholders~~Amended ofand ~~the~~Restated ~~Company,~~Bylaws ~~preliminary versions~~ of ~~which~~ ~~have~~Dyax ~~been~~are filed ~~with~~as ~~the~~Exhibits ~~SEC~~3.1 ~~BEFORE~~and MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE MERGER CAREFULLY AND IN ITS ENTIRETY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER3.2 ~~The Company’s stockholders will be able~~ to ~~obtain,~~this ~~without~~Current ~~charge,~~Report aon ~~copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. The Company’s stockholders will also be able to obtain~~Form 8-K, ~~without charge~~respectively, ~~a copy of the proxy statement~~ and ~~other~~are ~~relevant~~incorporated ~~documents (when available)~~ by ~~directing~~reference ~~a request by mail or telephone to Dyax Corp~~herein.~~, Attn: Investor Relations, 55 Network Drive, Burlington, Massachusetts 01803, telephone: (617) 225-2500, or from the Company’s website, http://www.dyax.com.~~

~~Participants in Solicitation~~ 2

~~The~~Item ~~Company and its directors and officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the merger~~5. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2015 Annual Meeting of Stockholders, which was filed with the SEC on April 14, 201507. ~~Stockholders~~Submission ~~may obtain additional information regarding the interests~~ of ~~the~~Matters ~~Company~~to ~~and its directors and executive officers in the merger, which may be different than those of the Company’s stockholders generally, by reading the definitive proxy statement,~~ a ~~preliminary~~Vote ~~version~~ of ~~which~~Security ~~has been filed with the SEC, and other relevant documents regarding the merger, when filed with the SEC~~Holders.

(a) Dyax held a special meeting (the “Special Meeting”) of Dyax’s stockholders on January 21, 2016. At the Special Meeting, Dyax’s stockholders approved the adoption of the Agreement and Plan of Merger, dated as of November 2, 2015 (the “Merger Agreement”), as it may be amended from time to time, by and among Dyax, SPI, the Merger Sub and Shire. In addition, the non-binding, advisory vote to approve certain compensation arrangements for Dyax’s named executive officers in connection with the Merger was approved by Dyax’s stockholders. Sufficient votes also were received to approve the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if, at the time of the Special Meeting, there were insufficient votes in favor of adopting the Merger Agreement, but an adjournment was not necessary in light of the adoption of the Merger Agreement.

(b) There were 147,184,538 Dyax Shares outstanding on the record date and entitled to be voted at the Special Meeting and 125,329,018 shares were represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business at the Special Meeting. The items voted upon at the Special Meeting and the final voting results for each proposal were as follows:

A proposal to adopt the Merger Agreement.

For		Against		Abstain		Broker Non-Votes
124,942,741		44,320		341,957		0

A proposal to approve, by non-binding, advisory vote, certain compensation arrangements for Dyax’s named executive officers in connection with the Merger.

For		Against		Abstain		Broker Non-Votes
110,308,437		14,423,759		596,822		0

A proposal to adjourn the Special Meeting, if necessary desirable or appropriate, to solicit additional proxies if, at the time of the Special Meeting, there was an insufficient number of votes in favor of adopting the Merger Agreement.

For		Against		Abstain		Broker Non-Votes
118,414,973		6,461,225		452,820		0

(d) Not applicable.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.		Description
99.1		Press Release of Dyax Corp., dated December 11, 2015
2.1		Agreement and Plan of Merger, dated as of November 2, 2015, by and among Dyax Corp., Shire Pharmaceuticals International, Parquet Courts, Inc. and Shire plc (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 2, 2015).
3.1		Amended and Restated Certificate of Incorporation of Dyax Corp., as amended on January 22, 2016.
3.2		Amended and Restated Bylaws of Dyax Corp., as amended on January 22, 2016.

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.

Dyax Corp. By: /s/ Andrew D. Ashe Name: Andrew D. Ashe Title: Executive Vice President and General Counsel

	Dyax Corp.

	By:	/s/ John Miller
		Name:	John Miller
		Title:	President

Date: January 22, 2016

~~Date: December 11, 2015~~ 4

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release of Dyax Corp. dated December 11, 2015
2.1		Agreement and Plan of Merger, dated as of November 2, 2015, by and among Dyax Corp., Shire Pharmaceuticals International, Parquet Courts, Inc. and Shire plc (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 2, 2015).
3.1		Amended and Restated Certificate of Incorporation of Dyax Corp.
3.2		Amended and Restated Bylaws of Dyax Corp.

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