UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 19, 2011 (June 1, 2011)
NANOSPHERE, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-33775 | 36-4339870 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
4088 Commercial Avenue, Northbrook, Illinois |
60062 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (847) 400-9000
(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)) |
Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K/A (the Amendment) is being filed as
an amendment to the Current Report on Form 8-K filed by Nanosphere, Inc. (the Company) with the
United States Securities and Exchange Commission on June 3, 2011 (the Original Report). The
Original 8-K was filed to report the results of the matters submitted to a vote at the Companys
annual meeting of stockholders held on June 1, 2011 (the 2011 Annual Meeting). The sole purpose
of this Amendment is to disclose the Companys decision regarding how frequently it will conduct
future, nonbinding, stockholder advisory votes on the compensation of the Companys Named Executive
Officers (as defined in Item 402(a) of Regulation S-K). Except for the foregoing, this Amendment
does not amend, modify or update the disclosures contained in the Original 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(d) | At the 2011 Annual Meeting, the Companys stockholders voted, on a nonbinding advisory basis, on the frequency of future stockholder votes on the compensation of the Companys Named Executive Officers every one, two or three years. As previously reported in the Original 8-K, 21,320,507 shares voted for one year, 265,847 shares voted for two years, 814,631 shares voted for three years and there were 157,050 abstentions and 4,368,665 broker non-votes. In light of these voting results, the Companys Board of Directors has determined that the Company will solicit every year a nonbinding stockholder advisory vote on Named Executive Officer compensation in the Companys proxy materials. The Board of Directors reserves the right, from time to time, to change the frequency with which the Company will solicit this vote. |
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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.
NANOSPHERE, INC. |
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Dated: October 19, 2011 | By: | /s/ Roger Moody | ||
Roger Moody Chief Financial Officer, Vice President of Finance & Administration, Treasurer, Secretary |
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