Attached files
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EX-3.1 - MultiCell Technologies, Inc. | v195818_ex3-1.htm |
EX-10.1 - MultiCell Technologies, Inc. | v195818_ex10-1.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
Date of
Report (Date of earliest event reported)
August
26, 2010
MULTICELL
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
001-10221
|
52-1412493
|
||
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
68
Cumberland Street, Suite 301
Woonsocket,
Rhode Island 02895
(Address
of principal executive offices, including zip code)
(401)
762-0045
(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):
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 5.07 Submission of Matters to a
Vote of Security Holders.
We held
our Annual Meeting of Stockholders on August 26, 2010 to consider and vote on
the matters listed below. The final voting results from the meeting are set
forth below.
Proposal
1: Election of Directors
Based on
the following votes, the individuals named below were each elected to serve as
our directors until our next annual meeting of stockholders.
Name
|
|
Votes
For
|
|
Votes
Withheld
|
|
Broker
Non-Votes
|
W.
Gerald Newmin
|
68,722,983
|
3,431,861
|
203,192,545
|
|||
Thomas
A. Page
|
66,758,710
|
5,396,134
|
203,192,545
|
|||
Edward
Sigmond
|
66,707,385
|
5,447,459
|
203,192,545
|
|||
Stephen
Chang, Ph.D.
|
68,606,072
|
3,548,772
|
203,192,545
|
|||
Tony
Altig
|
66,860,700
|
5,294,144
|
203,192,545
|
Proposal
2: Ratification of Selection of Independent Auditors
The
results of the voting included 260,457,371 votes for, 6,155,744 votes against,
and 8,734,274 votes abstained. The appointment of Hansen, Barnett and Maxwell
was ratified.
Proposal
3: Amendment of the Amended and Restated Certificate of
Incorporation
The
amendment to the Amended and Restated Certificate of Incorporation increases the
shares of common stock authorized thereunder to 775 million shares. The results
of the voting included 246,568,609 votes for, 26,035,883 votes against, and
2,742,897 votes abstained. The amendment was approved.
Proposal
4: Amendment of the 2004 Equity Incentive Plan
The
amendment to the 2004 Equity Incentive Plan increases the shares reserved
thereunder by 25 million shares. The results of the voting included 61,663,114
votes for, 10,114,540 votes against, 377,190 votes abstained, and 203,192,545
votes were non-votes. The amendment was approved.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
|
Description
|
|
3.1
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Certificate
of Amendment to the Certificate of Incorporation
|
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10.1
|
Amended
and Restated 2004 Equity Incentive
Plan
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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.
MULTICELL
TECHNOLOGIES, INC.
|
|||
By:
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/s/
W. Gerald Newmin
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||
W.
Gerald Newmin
Chief
Executive Officer, Chief Financial
Officer
|
Date: September 1, 2010