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EX-5.1 - EX-5.1 - NxStage Medical, Inc.d361564dex51.htm

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): May 31, 2012 (May 24, 2012)

 

NxSTAGE MEDICAL, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware   000-51567   04-3454702
(State or other jurisdiction of incorporation or organization)   (Commission File Number)   (I.R.S. Employer Identification No.)

 

 

439 S. Union St, 5th Floor, Lawrence, MA   01843
(Address of principal executive offices)   (Zip Code)

 

(978) 687-4700

(Registrant’s telephone number, including area code)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ 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 May 24, 2012. For more information on the following proposals, see our definitive Proxy Statement filed with the SEC on April 24, 2012.

Our stockholders elected each of the nine nominees to the Board of Directors to serve until our 2013 Annual Meeting of Stockholders, and the voting results were as follows:

 

Director

  

For

  

Withheld

  

Broker

Non-Votes

Jeffrey H. Burbank

   44,660,081    45,882    7,158,290

Philippe O. Chambon

   44,534,980    170,983    7,158,290

Daniel A. Giannini

   44,660,203    45,760    7,158,290

Nancy J. Ham

   44,665,419    40,544    7,158,290

Earl R. Lewis

   44,117,083    588,880    7,158,290

Craig W. Moore

   44,648,186    57,777    7,158,290

Reid S. Perper

   44,660,081    45,882    7,158,290

Barry M. Straube

   44,657,507    48,456    7,158,290

David S. Utterberg

   44,653,122    52,841    7,158,290

Our stockholders approved, on a non-binding advisory basis, our named executive officers’ compensation as disclosed in the Proxy Statement, and the voting results were as follows:

 

For

  44,165,118

Against

  391,319

Abstain

  149,526

Broker Non-Votes

  7,158,290

Our stockholders ratified the appointment of Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2012, and the voting results were as follows:

 

For

  51,629,000

Against

  231,363

Abstain

  3,890

Broker Non-Votes

  -0-

 

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Item 8.01 Other Events.

As previously disclosed in NxStage Medical, Inc.’s (the “Company”) Form 10-Q for the quarter ended March 31, 2012, the Company issued 2,427,895 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, to Asahi Kasei Medical Co., Ltd. (“Asahi”) pursuant to a Subscription, Sale and Purchase Agreement dated as of May 4, 2012, by and between the Company and Asahi. Pursuant to a Registration Rights Agreement dated as of May 4, 2012, by and between the Company and Asahi, on May 31, 2012, the Company filed a prospectus supplement pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, to the related prospectus, dated November 17, 2010, filed with the Company’s Registration Statement on Form S-3 (No. 333-170654) (the “Registration Statement”) to register the resale of the Shares by Asahi from time to time.

The legal opinion of Hogan Lovells US LLP related to the legal validity of the Shares is filed as Exhibit 5.01 to this Form 8-K and is incorporated by reference as an Exhibit to the Registration Statement.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number

    

Description

  5.01       Opinion of Hogan Lovells US LLP
  23.01       Consent of Hogan Lovells US LLP (included in Exhibit 5.01)

 

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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.

 

    NXSTAGE MEDICAL, INC.
Date: May 31, 2012     By:   /s/ Robert S. Brown
     

Robert S. Brown

Chief Financial Officer and Senior Vice President

 

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EXHIBIT INDEX

 

Exhibit
Number

    

Description

  5.01       Opinion of Hogan Lovells US LLP
  23.01       Consent of Hogan Lovells US LLP (included in Exhibit 5.01)