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): June 7, 2011
QLT Inc.
(Exact name of registrant as specified in its charter)
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British Columbia,
Canada |
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000-17082 |
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N/A |
(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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887 Great Northern Way, Suite
101, Vancouver, B.C.
Canada,
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V5T 4 T5 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (604) 707-7000
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Not
Applicable
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(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))
1
Item 8.01. Other Events.
On June 7, 2011, Robert Butchofsky, President and Chief Executive Officer of QLT Inc. (the
Company), entered into a written trading plan in accordance with Rule 10b5-1 of the Securities
Exchange Act of 1934, as amended, and applicable Canadian securities laws (the Plan). The Plan
is an agreement between Mr. Butchofsky and a broker to sell shares of common stock of the Company
that he will acquire by exercising stock options. Pursuant to the Plan, a maximum of 250,000
shares of common stock may be sold on the Toronto Stock Exchange or the Nasdaq Stock Market
beginning September 7, 2011 until May 16, 2012 (the expiry date of the stock options). The stock
option exercise price is Cdn$8.48 per share. The Plan expires on
May 17, 2012. The Plan specifies
the number of shares of common stock that may be sold at predetermined times and at prices that
exceed the exercise price of the stock options, subject to the terms and conditions of the Plan.
Mr. Butchofsky entered into the Plan as part of his personal long-term investment strategy and
he will have no control over the timing of the sales of shares of common stock under the Plan. The
stock options subject to the Plan will expire if not exercised during the term of the Plan. The
Plan is intended to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended,
applicable Canadian securities laws and the Companys insider trading policy. Rule 10b5-1 and
applicable Canadian securities laws allow corporate insiders to establish pre-arranged written
stock trading plans at a time when the insider is not aware of material, non-public information.
Subsequent receipt by the insider of material, non-public information will not prevent pre-arranged
transactions under the Rule 10b5-1 plan from being executed.
Mr. Butchofskys previous written trading plan entered into on March 30, 2010 in accordance
with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and applicable Canadian
securities laws for the sale of shares of common stock of the Company upon the exercise of certain
stock options, expired on March 14, 2011. The previous written trading plan applied to options to
purchase 250,000 shares of common stock of the Company that expired on September 25, 2010 and
options to purchase 250,000 shares of common stock of the Company that expired on March 13, 2011.
No shares were sold under Mr. Butchofskys previous written trading plan.