Attached files
| file | filename |
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| EX-3.1 - EXHIBIT 3.1 - Dex Liquidating Co. | ex3-1.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): November 13, 2012
Cardica, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
000-51772
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94-3287832
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(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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900 Saginaw Drive, Redwood City, CA
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94063 | |
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (650) 364-9975
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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2012 Annual Meeting of Stockholders of Cardica, Inc. (“Cardica”) held on November 13, 2012 (the “Annual Meeting”), Cardica’s stockholders, upon the recommendation of Cardica’s Board of Directors (the “Board”), approved an amendment to the Cardica, Inc. 2005 Equity Incentive Plan (the “2005 Plan”) to increase the number of shares of Cardica’s Common Stock, par value $0.001 (the “Common Stock”), authorized for issuance under the 2005 Plan by 750,000 shares of Common Stock (the “2012 Amendment”).
The 2005 Plan, which provides for the grant of incentive stock options, nonstatutory stock options, stock purchase awards, stock bonus awards, stock appreciation rights, stock unit awards and other forms of equity compensation that may be granted to Cardica’s employees, non-employee directors and consultants, was initially was adopted by the Board on October 13, 2005 and approved by Cardica’s stockholders on December 27, 2005, and has been amended five times prior to 2012. The 2012 Amendment was adopted by the Board on October 4, 2012, subject to stockholder approval. A more complete description of the 2005 Plan may be found in Cardica’s definitive proxy statement, filed with the Securities and Exchange Commission on October 16, 2012 (the “Proxy Statement”). That summary and the foregoing description are qualified in their entirety by reference to the text of the 2005 Plan, as amended, which is attached to the Proxy Statement and incorporated into this Item 5.02 by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, Cardica’s stockholders approved the four proposals listed below, which proposals are described in detail in the Proxy Statement. The final votes on the proposals presented at the Annual Meeting are as follows:
Proposal 1:
Each of Bernard A. Hausen, M.D., Ph.D., Kevin T. Larkin, Richard P. Powers, Jeffrey L. Purvin, John Simon, Ph.D. and William H. Younger, Jr. was elected as a director to hold office until the 2013 Annual Meeting of Stockholders and until his successor is elected and has qualified, or, if sooner, until the director’s death, resignation or removal, by the following vote:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
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Bernard A. Hausen, M.D., Ph.D.
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18,818,073
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1,188,965
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14,172,176
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|||
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Kevin T. Larkin
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18,842,715
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1,164,323
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14,172,176
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Richard P. Powers
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18,844,117
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1,162,921
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14,172,176
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Jeffrey L. Purvin
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18,844,117
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1,162,921
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14,172,176
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John Simon, Ph.D.
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18,844,117
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1,162,921
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14,172,176
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William H. Younger, Jr.
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18,826,617
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1,180,421
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14,172,176
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Proposal 2:
The proposal to approve the 2012 Amendment to the 2005 Plan as described in Item 5.02 above was approved by the following vote:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes | |||
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18,502,418
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1,493,720
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10,900
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14,172,176
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Proposal 3:
The proposal to amend Cardica’s Amended and Restated Certificate of Incorporation to increase Cardica’s authorized number of shares of Common Stock from 65,000,000 shares to 75,000,000 shares was approved by the following vote:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes | |||
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30,485,201
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3,667,203
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26,810
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0
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Proposal 4:
The proposal to ratify the selection by the audit committee of the Board of BDO USA, LLP as Cardica’s independent registered public accounting firm for the fiscal year ending June 30, 2013, was ratified by the following vote:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes | |||
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31,245,029
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2,910,772
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23,413
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0
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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3.1
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Certificate of Amendment of the Amended and Restated Certificate of Incorporation, filed with the Secretary of State of Delaware on November 19, 2012
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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.
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Cardica, Inc.
(Registrant)
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Date: November 19, 2012
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/s/ Robert Y. Newell
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Robert Y. Newell, Chief Financial Officer
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INDEX OF EXHIBITS
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Exhibit No.
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Description
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3.1
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Certificate of Amendment of the Amended and Restated Certificate of Incorporation, filed with the Secretary of State of Delaware on November 19, 2012
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