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EX-3.1 - CERIFICATE OF ELIMINATION - Obagi Medical Products, Inc. | exhibit3_1.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): July 10, 2012
Obagi Medical Products, Inc.
(Exact name of registrant as specified in its charter)
001-33204
(Commission File Number)
Delaware
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22-3904668
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(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification No.)
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3760 Kilroy Airport Way, Suite 500, Long Beach, CA 90806
(Address of principal executive offices, with zip code)
(562) 628-1007
(Registrant’s telephone number, including area code)
Not applicable
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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(a) As previously disclosed, on June 6, 2012, the preferred share purchase rights to purchase one one-thousandth (1/1,000) of a share of the Company’s Series A Junior Participating Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), under the Rights Agreement, dated as of December 23, 2011, by and between Obagi Medical Products, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC, as amended (the “Rights Agreement”) expired in accordance with their terms.
On July 10, 2012, the Company filed an amendment to its Amended and Restated Certificate of Incorporation, as amended, to eliminate the Certificate of Designation authorizing the issuance of 50,000 shares of Series A Preferred Stock and designating the rights, preferences and privileges thereof.
Item 9.01 Exhibits.
(d) Exhibits
Exhibit Number
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Description
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3.1
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Certificate of Elimination
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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.
OBAGI MEDICAL PRODUCTS, INC.
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Date: July 10, 2012
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By:
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/s/ Preston S. Romm | |
Preston S. Romm
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Chief Financial Officer
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