Attached files
| file | filename |
|---|---|
| EX-3.1 - WINDTREE THERAPEUTICS INC /DE/ | v206588_ex3-1.htm |
| EX-99.1 - WINDTREE THERAPEUTICS INC /DE/ | v206588_ex99-1.htm |
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
27, 2010
Date of
Report (Date of earliest event reported)
Discovery
Laboratories, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-26422
|
94-3171943
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
Number)
|
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:
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
5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Discovery Laboratories, Inc. (the
“Company”) today announced that it has filed a
Certificate of Amendment to its Amended and Restated Certificate of
Incorporation (the “Amendment”) to (i) effect a 1-for-15 share consolidation, or
reverse stock split (“reverse split”), effective at 12:01 a.m. on December 28,
2010 (the “Effective Time”), and (ii) reduce the number of authorized shares of
common stock, par value $0.001 per share (the “Common Stock”), under the
Company’s Certificate of Incorporation from 380 million to 50
million. Because the Amendment does not reduce the number of
authorized shares of Common Stock in the same proportion as the reverse split,
the effect of the Amendment is to increase the number of shares of Common Stock
available for issuance relative to the number of shares issued and
outstanding.
As previously disclosed, the
stockholders of the Company approved proposals authorizing the Board of
Directors, in its discretion, to implement the reverse split and reduce the
number of authorized shares of Common Stock at the Annual Meeting of
Stockholders held on December 21, 2010. For further information about
the proposals to authorize the Board of Directors to implement the reverse split
and reduce the number of authorized shares of Common Stock, please refer to the
Company’s definitive proxy statement as filed with the SEC on November 15,
2010.
At the Effective Time, immediately and
without further action by the Company’s stockholders, every 15 shares of the
Company’s Common Stock issued and outstanding immediately prior to the Effective
Time will automatically be converted into one share of Common
Stock. In lieu of fractional shares, stockholders will receive cash
in an amount equal to the product obtained by multiplying (i) the closing
sale price per share on the business day immediately preceding the Effective
Time as reported on The Nasdaq Capital Market® by (ii) the number of shares
of Common Stock held by the stockholder that would otherwise have been exchanged
for the fractional share interest. Further, any options, warrants and
rights outstanding as of the Effective Time that are subject to adjustment will
be adjusted in accordance with the terms thereof. These adjustments
may include, without limitation, changes to the number of shares of common stock
that may be obtained upon exercise or conversion of these securities, and
changes to the applicable exercise or purchase price.
The Certificate of Amendment to the
Amended and Restated Certificate of Incorporation of the Company is filed as
Exhibit 3(i) hereto and is incorporated by reference herein. The
press release announcing the Amendment is filed as Exhibit 99.1 hereto and is
incorporated by reference herein.
Item
9.01. Financial
Statements and Exhibits.
|
(d)
|
Exhibits
|
|
|
3.1
|
Certificate
of Amendment to the Amended and Restated Certificate of Incorporation of
Discovery Laboratories, Inc., effective 12:01 a.m. on December 28,
2010.
|
|
99.1
|
Press
release dated December 27, 2010.
|
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.
|
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
27, 2010