Attached files
| file | filename |
|---|---|
| EX-3.1 - CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE - CADENCE PHARMACEUTICALS INC | d367795dex31.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): June 13, 2012
Cadence Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33103 | 41-2142317 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
12481 High Bluff Drive, Suite 200
San Diego, California 92130
(Address of principal executive offices, including zip code)
(858) 436-1400
(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 (see General Instruction A.2. below):
| ¨ | 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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Annual Meeting of Stockholders held on June 13, 2012, the stockholders of Cadence Pharmaceuticals, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 100,000,000 to 200,000,000. Following the meeting, the Company filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which became effective on June 13, 2012.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Amendment of Amended and Restated Certificate of Incorporation, which is filed as Exhibit 3.1 to this report and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 13, 2012, the Company held its Annual Meeting of Stockholders in San Diego, California, at which the stockholders voted on proposals as follows:
Proposal 1. The election of Mr. Cam L. Garner, Mr. Brian G. Atwood, Dr. Samuel L. Barker and Mr. Michael L. Eagle as directors for a three-year term expiring at the 2015 Annual Meeting of Stockholders:
| Nominee |
For |
Withheld |
Broker Non-Votes | |||
| Cam L. Garner |
58,307,617 | 15,966,935 | 7,887,306 | |||
| Brian G. Atwood |
61,769,871 | 12,504,681 | 7,887,306 | |||
| Samuel L. Barker |
59,575,420 | 14,699,132 | 7,887,306 | |||
| Michael L. Eagle |
62,202,736 | 12,071,816 | 7,887,306 |
Proposal 2. The approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 100,000,000 to 200,000,000:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 77,767,710 |
4,392,480 | 1,668 | N/A |
Proposal 3. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 81,982,407 |
71,782 | 107,669 | N/A |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description of Exhibit | |
| 3.1 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company, dated June 13, 2012 | |
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.
| CADENCE PHARMACEUTICALS, INC. | ||
| By: | /s/ William R. LaRue | |
| William R. LaRue | ||
| Senior Vice President, Chief Financial Officer, Treasurer and Assistant Secretary | ||
Date: June 15, 2012
EXHIBIT INDEX
| Exhibit |
Description of Exhibit | |
| 3.1 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company, dated June 13, 2012 | |