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
December
21, 2010
Date of
Report (Date of earliest event reported)
Discovery
Laboratories, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-26422
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94-3171943
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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2600
Kelly Road, Suite 100
Warrington,
Pennsylvania 18976
(Address
of principal executive offices)
(215)
488-9300
(Registrant's
telephone number, including area code)
(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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
5.07. Submission
of Matters to a Vote of Securityholders.
On
December 21, 2010, the Company held its Annual Meeting of
Stockholders. The following matters were voted on by the
stockholders: (i) the election of six directors; (ii) ratification of
the appointment of Ernst & Young LLP as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2010; (iii)
providing the Board of Directors with authority, in its sole discretion, to
effect a share consolidation, or reverse split, of the common stock, par value
$.001 per share (“Common Stock”) of the Company, at a ratio of 1-for-15 (the
“Reverse Split”) by filing a Certificate of Amendment to the Company’s Amended
and Restated Certificate of Incorporation (“Certificate of Incorporation”) at
any time prior to the date of its 2011 Annual Meeting of Stockholders; and (iv)
subject to approval and implementation of the Reverse Split, authorizing the
filing of a Certificate of Amendment to the Certificate of Incorporation to
decrease the number of authorized shares of Common Stock from 380 million shares
to 50 million shares. The results of the stockholder votes are as
follows:
(i) Election
of Directors: each of the nominees for director was elected by a plurality of
the votes cast by stockholders as follows:
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For
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Withheld
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W.
Thomas Amick
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42,542,821
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15,276,877
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Antonio
Esteve, Ph.D.
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46,329,794
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11,489,904
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Max
E. Link, Ph.D.
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44,170,083
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13,649,615
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Herbert
H. McDade, Jr.
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45,239,077
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12,580,621
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Bruce
A. Peacock
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48,850,789
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8,968,909
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Marvin
E. Rosenthale, Ph.D.
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43,864,862
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13,954,836
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(ii) Ratification
of the appointment of Ernst & Young LLP as the Company’s Independent
Registered Public Accounting Firm: this proposal was approved by a majority of
shares present at the meeting and was, therefore, adopted. The vote
was as follows:
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For
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Against
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Abstain
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139,951,484
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12,807,952
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6,310,008
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(iii) Authorization
of the Reverse Split: this proposal was approved by a majority of the
outstanding shares eligible to vote at the meeting and was, therefore,
adopted. The vote was as follows:
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For
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Against
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Abstain
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109,932,654
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48,833,324
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303,466
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(iv) Subject
to approval and implementation of the Reverse Split, authorizing the filing of a
Certificate of Amendment to the Certificate of Incorporation to decrease the
number of authorized shares of Common Stock from 380 million shares to 50
million shares: This proposal was approved by a majority of the
outstanding shares eligible to vote and was, therefore, adopted. The
vote was as follows:
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For
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Against
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Abstain
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120,576,289
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37,864,381
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628,774
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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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Discovery
Laboratories, Inc.
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By:
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/s/ W.
Thomas Amick
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Name: W.
Thomas Amick
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Title: Chairman
of the Board and
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Chief
Executive Officer
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Date: December
22, 2010