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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 14, 2010
Aradigm Corporation
(Exact name of registrant as specified in its charter)
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California
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000-28402
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94-3133088 |
(State or other jurisdiction
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(Commission
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(I.R.S. Employer |
of incorporation)
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File Number)
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Identification No.) |
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3929 Point Eden Way, Hayward, California
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94545 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (510) 265-9000
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 |
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 14, 2010, Aradigm Corporation (the Company) filed a Certificate of
Amendment of the Companys Amended and Restated Articles of Incorporation with the Secretary of
State of the State of California to increase the total number of authorized shares of common stock
from 150,000,000 to 213,527,214 (the Certificate of Amendment). A copy of the
Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
The amendment was previously approved by our board of directors, subject to shareholder approval,
and approved by our shareholders at the Special Meeting described in Item 5.07 below.
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Item 5.07 |
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Submission of Matters to a Vote of Security Holders. |
On September 14, 2010, the Company held a Special Meeting of Shareholders (the Special
Meeting) at the Companys offices at 3929 Point Eden Way, Hayward, California 94545. At the
Special Meeting, a quorum was present and three proposals were presented and voted on by the
Companys shareholders. Only shareholders of record at the close of business on August 23, 2010
were entitled to vote at the Special Meeting. All three proposals were approved by our
shareholders at the Special Meeting. The voting results are as follows:
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Proposal 1 Approval of an amendment to the Companys Amended and Restated Articles of
Incorporation to increase the total number of authorized shares of common stock by 7,527,214
to allow the Company to reserve a sufficient number of shares available for issuance to
cover the shares issuable upon exercise of warrants issued in a private placement that
closed on June 21, 2010. |
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For: 92,208,681 |
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Against: 480,713 |
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Abstained: 74,446 |
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Non-votes: 0 |
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Proposal 2 Approval of an amendment to the Companys Amended and Restated Articles of
Incorporation to increase the total number of authorized shares of common stock by
26,000,000 to allow the Company to reserve a sufficient number of shares available for
issuance to cover the shares issuable under a stock purchase agreement, dated as of July 30,
2010, by and among the Company and Novo Nordisk A/S (the Novo Nordisk Stock Purchase
Agreement). |
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For: 92,217,593 |
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Against: 472,301 |
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Abstained: 73,946 |
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Non-votes: 0 |
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Proposal 3 Approval of an amendment to the Companys Amended and Restated Articles of
Incorporation to increase the total number of authorized shares of common stock by
30,000,000 to allow the Company to have additional flexibility to use its capital stock for
business and financial purposes in the future. |
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For: 89,681,045 |
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Against: 2,554,595 |
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Abstained: 528,200 |
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On September 15, 2010, the Company closed the issuance to Novo Nordisk A/S of 26,000,000
shares of the Companys common stock under the Novo Nordisk Stock Purchase Agreement in
consideration for the termination of all of the Companys obligations under an existing promissory
note and security agreement dated July 3, 2006 in favor of Novo Nordisk A/S, as well as the
termination of the existing Amended and Restated Stock Purchase Agreement, dated as of January 26,
2005, previously entered into by the Company, Novo Nordisk A/S and Novo Nordisk Pharmaceuticals,
Inc. in connection with the Companys January 2005 restructuring transaction with Novo Nordisk. On
September 20, 2010, the Company issued a press release announcing the closing of the transactions
contemplated by the Novo Nordisk Stock Purchase Agreement. A copy of this press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into
this Item 8.01.
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Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits.
EXHIBIT INDEX
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Exhibit |
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Description |
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3.1 |
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Certificate of Amendment of Amended and Restated Articles of
Incorporation of Aradigm Corporation filed with the Secretary of
State of the State of California on September 14, 2010 |
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99.1 |
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Press release dated September 20, 2010 |
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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 hereunto duly authorized.
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ARADIGM CORPORATION
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Dated: September 20, 2010 |
By: |
/s/ Nancy Pecota
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Name: |
Nancy Pecota |
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Title: |
Vice President, Finance and Chief
Financial Officer |
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EXHIBIT INDEX
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Exhibit |
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Description |
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3.1 |
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Certificate of Amendment of Amended and Restated Articles of
Incorporation of Aradigm Corporation filed with the Secretary of
State of the State of California on September 14, 2010 |
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99.1 |
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Press release dated September 20, 2010 |
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