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EX-3.1 - EXHIBIT 3.1 - Tamir Biotechnology, Inc. | ex3-1.htm |
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): April 27,
2010
Tamir
Biotechnology, Inc.
(Exact
name of registrant as specified in its charter)
0-11088
(Commission
File Number)
Delaware
|
22-2369085
|
(State
or other jurisdiction of
|
(I.R.S.
Employer Identification No.)
|
incorporation)
|
300
Atrium Drive, Somerset, NJ 08873
(Address
of principal executive offices, with zip code)
(732)
652-4525
(Registrant's
telephone number, including area code)
Alfacell
Corporation
(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):
[ ]
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))
Item
5.07 Submission of Matters to a Vote of Security Holders.
The
Company held its Annual Meeting of Stockholders on April 27 2010. The
final voting results of the matters voted upon at the meeting, which are more
fully described in our proxy statement, are as follows:
Proposal
1 – Election of Directors.
NAME
|
FOR
|
WITHHELD
|
ABSTAIN
|
BROKER
NON-VOTES
|
Charles
Muniz
|
14,880,302
|
1,039,949
|
N/A
|
20,410,450
|
John
P. Brancaccio
|
14,898,127
|
1,022,124
|
N/A
|
20,410,450
|
David
Sidransky, M.D.
|
14,921,312
|
998,939
|
N/A
|
20,410,450
|
Paul
M. Weiss, Ph.D
|
14,930,427
|
989,824
|
N/A
|
20,410,450
|
Proposal
2 – Approval of an Amendment to the Certificate of Incorporation to Increase the
Authorized Capital Stock and Common Stock.
FOR
|
AGAINST
|
ABSTAIN
|
32,870,122
|
3,345,396
|
115,183
|
Proposal
3 – Approval of an Amendment to the Certificate of Incorporation to Change the
Company’s Name from “Alfacell Corporation” to “Tamir Biotechnology,
Inc.”
FOR
|
AGAINST
|
ABSTAIN
|
29,738,837
|
6,511,772
|
80,092
|
Proposal
4 – Ratify the appointment of J.H. Cohn LLP, Independent Registered Public
Accounting Firm, to Audit the Financial Statements of the Company for the Fiscal
Year Ending July 31, 2010.
FOR
|
AGAINST
|
ABSTAIN
|
35,396,878
|
852,965
|
80,858
|
Each of
the nominess to the board of directors was elected to the board of directors and
each of Proposals 2, 3 and 4 were approved by the stockholders.
Item
8.01 Other Events.
On April 27, 2010, the Company filed a
Certificate of Amendment (the “Amendment”) to our Certificate of Incorporation
with the Secretary of State of the State of Delaware to effect (i) the increase
in the number of authorized shares of capital stock of the Company from
101,000,000 shares to 251,000,000 shares and the increase in the
number of authorized shares of the Company’s Common Stock, par value $0.001 per
share, from 100,000,000 shares to 250,000,000 shares and (ii) the change of the
Company’s name from “Alfacell Corporation” to “Tamir Biotechnology, Inc.” (the
“Name Change”). The Amendment became effective upon filing with the
Secretary of State of the State of Delaware. This action followed the
approval by the stockholders of the Company, at our Annual Meeting, of Proposals
2 and 3 set forth above.
A copy of
the Amendment is attached hereto as Exhibit 3.1.
The Company has not yet been assigned a
new trading symbol from the Financial Industry Regulatory Authority, the
organization that administers the Over the Counter Bulletin Board market (the
“OTCBB”), and will continue to trade under the symbol “ACEL” until a new trading
symbol has been assigned from the OTCBB. The Company will issue a
press release and file a Current Report on Form 8-K when a new trading symbol is
assigned.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. Description
3.1 Certificate
of Amendment to the Certificate of Incorporation of Alfacell
Corporation.
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.
ALFACELL CORPORATION
Date:
April 30, 2010
|
By: /s/ Charles
Muniz
|
Charles Muniz
President,
Chief Executive Officer and
Chief
Financial Officer