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): June 29, 2006
IDERA PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Juris-
diction of Incorporation)
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001-31918
(Commission
File Number)
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04-3072298
(IRS Employer
Identification No.) |
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345 Vassar Street,
Cambridge, Massachusetts
(Address of Principal Executive Offices)
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02139
(Zip Code) |
(617) 679-5500
Registrant’s telephone number, including area code:
n/a
(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)) |
TABLE OF CONTENTS
Item 3.03. Material Modifications to Rights of Security Holders
On June 29, 2006, Idera Pharmaceuticals, Inc. (the “Company”) filed a Certificate of Amendment
to the Company’s Restated Certificate of Incorporation with the Secretary of State of the State of
Delaware, with an effective time of 5:00 p.m. on June 29, 2006 (the “Effective Time”), to effect a
one-for-eight reverse stock split of the Company’s issued and outstanding common stock, $0.001 par
value per share (the “Common Stock”), and to fix the number of authorized shares of Common Stock at
40,000,000. As a result of the reverse stock split, each share of Common Stock outstanding on June
29, 2006 automatically converted into one-eighth of one share of Common Stock at the Effective
Time. No fractional shares were issued in connection with the reverse stock split, and cash will
be paid in lieu of fractional shares.
The reverse stock split reduced the number of outstanding shares of Common Stock from
approximately 133.8 million shares to approximately 16.7 million shares, subject to reduction for
fractional shares. Additionally, the reverse stock split resulted in proportionate adjustments to
(i) the number of shares of Common Stock issuable upon conversion of the Company’s Series A
convertible preferred stock, (ii) the number of shares of Common Stock issuable upon conversion of
the Company’s 4% convertible subordinated notes due April 30, 2008, (iii) the number of shares of
Common Stock issuable upon the exercise of options and warrants outstanding immediately prior to
the Effective Time and to the exercise price of such options and warrants, and (iv) the number of
shares issuable under the Company’s stock incentive plans, including the Company’s 2005 Stock
Incentive Plan, 1997 Stock Incentive Plan, 1995 Director Stock Option Plan, and 1995 Employee Stock Purchase Plan. The
reverse stock split did not alter the par value of the Common Stock, which is $0.001 per share, or
modify any voting rights or other terms of the Common Stock.
Pursuant to the Rights Agreement, dated as of December 10, 2001, between the Company and
Mellon Investor Services LLC, as Rights Agent, as amended (the “Rights Agreement”), as a result of
the reverse stock split, the number of Rights (as defined in the Rights Agreement) associated with
each share of Common Stock was automatically proportionately adjusted so that (i) at the Effective
Time, eight Rights were then associated with each outstanding share of Common Stock and (ii) from
and after the Effective Time, so long as the Rights are attached to the Common Stock, eight Rights
(subject to further adjustment pursuant to the provisions of the Rights Agreement) shall be deemed
to be delivered for each share of Common Stock issued or transferred by the Company in the future.
The Certificate of Amendment is attached as Exhibit 3.1 to this Current Report on
Form 8-K.
Item 5.03. Amendments to Articles of Incorporation or Bylaws
The disclosure set forth above under Item 3.03 of this Current Report on Form 8-K is
incorporated by reference into this Item 5.03.
Item 9.01: Financial Statements and Exhibits
(c) Exhibits
3.1 Certificate of Amendment to Restated Certificate of Incorporation, dated June 29, 2006