Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - PERNIX THERAPEUTICS HOLDINGS, INC. | gta_991.htm |
| EX-3.2 - ARTICLES OF AMENDMENT PERNIX - PERNIX THERAPEUTICS HOLDINGS, INC. | gta_ex312.htm |
| EX-3.1 - ARTICLES OF AMENDMENT GOLF TRUST - PERNIX THERAPEUTICS HOLDINGS, INC. | gta_ex311.htm |
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
PERNIX
THERAPEUTICS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
|
Maryland
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001-14494
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33-0724736
|
||
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
33219
Forest West Street
Magnolia,
TX
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77354
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (832) 934-1825
Golf
Trust of America, Inc.
10
N. Adger’s Wharf
Charleston,
SC 29401
(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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o 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
3.03. Material
Modification to Rights of Security Holders.
On March
8, 2010, Articles of Amendment became effective which changed the name of the
Registrant from Golf Trust of America, Inc. to Pernix Therapeutics Holdings,
Inc. and clarified the authority of the Registrant's Board of Directors to
effect reverse stock splits without shareholder approval to the extent permitted
by law. A copy of the Articles of Amendment is being furnished as
Exhibit 3.1 to this Report.
Also
effective on March 8, 2010, the Registrant's board of directors unanimously
approved a reverse split of its common stock at a ratio of one share for each
two shares outstanding immediately prior to the reverse
split. Articles of Amendment effecting the reverse split became
effective on March 8, 2010. A copy of the Articles of Amendment is
being furnished as Exhibit 3.2 to this Report.
Item
5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
disclosure provided under Item 3.03 to this Report is incorporated into this
Item 5.03 by reference.
Item
5.07. Submission
of Matters to a Vote of Security Holders.
On March
8, 2010, a special meeting of the Registrant’s stockholders was held in which
the holders of Registrant's stock approved the four merger-related proposals
described in the Registrant's definitive proxy statement filed with the
Commission on February 24, 2010. Those proposals are as
follows:
Proposal
1: the issuance of 20,900,000 shares (as adjusted to reflect the one-for-two
reverse stock split) of the Registrant’s common stock to the former stockholders
of Pernix Therapeutics, Inc. in the merger;
Proposal
2: an amendment to the Registrant’s Articles of Incorporation to change its
corporate name to Pernix Therapeutics Holdings, Inc.;
Proposal
3: an amendment to the Registrant’s Articles of Incorporation to enable its
board of directors to effect reverse stock splits without stockholder approval
to the full extent permitted by law; and
Proposal
4: approval of the 2009 Stock Incentive Plan.
The
voting results for Proposals 1, 2, 3 and 4 were as follows:
|
Proposal
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# of Votes For
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# of Votes Against
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# of Abstentions
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Proposal
1
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5,718,078
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47,919
|
870
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Proposal
2
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5,720,403
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46,030
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434
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Proposal
3
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5,713,404
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52,233
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1,230
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Proposal
4
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5,187,288
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570,598
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8,981
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The
Registrant is not aware of any broker non-votes having been cast because none of
the proposals were routine proposals and therefore brokers did not have the
discretionary authority to vote uninstructed shares.
On March
8, 2010, the Registrant distributed a press release announcing the results of
the voting at the special meeting. A copy of the press release
is being furnished as Exhibit 99.1 to this Report.
Item
9.01. Financial
Statements and Exhibits.
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(d)
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Exhibits. The
following exhibits are furnished with this
Report:
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| Exhibit No. | Description | ||
| 3.1* |
Articles of Amendment filed March 8, 2010, changing our name and
clarifying our Board's authority to effect reverse stock splits without
shareholder approval to the extent permitted by law
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||
| 3.2* |
Articles of Amendment filed March 8, 2010, effecting a reverse split
of our common stock
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||
| 4.1 |
Articles of Amendment filed March 8, 2010, changing our name and
clarifying our Board's authority to effect reverse stock splits without
shareholder approval to the extent permitted by law (incorporated herein
by reference from Exhibit No. 3.1 to this Report)
|
||
| 4.2 |
Articles of Amendment filed March 8, 2010, effecting a reverse split
of our common stock (incorporated herein by reference from Exhibit No. 3.2
to this Report)
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||
| 99.1* |
Copy of the press release dated March 8,
2010
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||
|
|
Cautionary
Statement Regarding Forward-Looking
Statements
|
The
Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for
forward-looking statements to encourage companies to provide prospective
information, so long as those statements are identified as forward-looking and
are accompanied by meaningful cautionary statements identifying important
factors that could cause actual results to differ materially from those
discussed in the statement. The Registrant desires to take advantage of these
“safe harbor” provisions with regard to the forward-looking statements in this
Current Report on Form 8-K and in the documents that are incorporated herein by
reference. These forward-looking statements reflect our current views with
respect to future events and financial performance. Specifically,
forward-looking statements may include:
|
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●
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projections
of revenues, expenses, income, income per share, net interest margins,
asset growth, loan production, asset quality, deposit growth and other
performance measures;
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●
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statements
regarding expansion of operations, including entrance into new markets and
development of products; and
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●
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statements
preceded by, followed by or that include the words “estimate,” “plan,”
“project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,”
“seek,” “target” or similar
expressions.
|
These
forward-looking statements express our best judgment based on currently
available information and we believe that the expectations reflected in our
forward-looking statements are reasonable.
By their
nature, however, forward-looking statements often involve assumptions about the
future. Such assumptions are subject to risks and uncertainties that could cause
actual results to differ materially from those described in the forward-looking
statements. As such, we cannot guarantee you that the expectations reflected in
our forward-looking statements actually will be achieved. Actual results may
differ materially from those in the forward-looking statements due to, among
other things, the following factors:
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●
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changes
in general business, economic and market
conditions;
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●
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volatility
in the securities markets generally or in the market price of the
Registrant’s stock specifically;
and
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●
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the
risks outlined below in the section entitled “Risk
Factors.”
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We
caution you not to place undue reliance on any forward-looking statements, which
speak only as of the date of this Current Report on Form 8-K. Except as required
by law, the Registrant does not undertake any obligation to publicly update or
release any revisions to these forward-looking statements to reflect any events
or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
Signature
Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, we have duly caused this Report to
be signed on our behalf by the undersigned hereunto duly
authorized.
| Pernix Therapeutics Holdings, Inc. | ||||
| (Registrant) | ||||
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Date: March 12,
2010
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By: |
/s/
Tracy S.
Clifford
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Tracy
S. Clifford
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|||
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|
Principal
Financial Officer
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|||
Exhibits
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| Exhibit No. | Description | ||
| 3.1* |
Articles of Amendment filed March 8, 2010, changing our name and
clarifying our Board's authority to effect reverse stock splits without
shareholder approval to the extent permitted by law
|
||
| 3.2* |
Articles of Amendment filed March 8, 2010, effecting a reverse split
of our common stock
|
||
| 4.1 |
Articles of Amendment filed March 8, 2010, changing our name and
clarifying our Board's authority to effect reverse stock splits without
shareholder approval to the extent permitted by law (incorporated herein
by reference from Exhibit No. 3.1 to this Report)
|
||
| 4.2 |
Articles of Amendment filed March 8, 2010, effecting a reverse split
of our common stock (incorporated herein by reference from Exhibit No. 3.2
to this Report)
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||
| 99.1* |
Copy of the press release dated March 8,
2010
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