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 15, 2013
Aradigm Corporation
(Exact name of registrant as specified in its charter)
| California | 000-28402 | 94-3133088 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 3929 Point Eden Way, Hayward, California | 94545 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (510) 265-9000
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):
| ¨ | 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.
On July 15, 2013, Aradigm Corporation (the “Company”) convened a Special Meeting of Shareholders (the “Meeting”). Three proposals were presented and voted on and the results for the three proposals were reported at the Meeting. Set forth below are the results reported at the Meeting for proposals 1, 2, and 3.
Proposal 1 – Approval of the Collaboration Transaction between Aradigm and Grifols, S.A. pursuant to the agreements attached as Annexes A through D to Aradigm’s proxy statement for the special meeting and the transactions contemplated thereby.
| For: |
178,107,541 | |||
| Against: |
713,309 | |||
| Abstain: |
171,108 | |||
| Non-votes: |
0 |
Proposal 1 received “For” votes from the holders of at least a majority of the outstanding shares of common stock present either in person or by proxy and entitled to vote at the Meeting. Proposal 1 therefore passed
Proposal 2 – Approval of an amendment to Aradigm’s Amended and Restated Articles of Incorporation to increase the authorized number of shares of Common Stock by 704,303,413 to allow Aradigm to complete the Collaboration Transaction and to have additional flexibility to use its capital stock for business and financial purposes in the future.
| For: |
176,736,322 | |||
| Against: |
2,127,476 | |||
| Abstain: |
128,160 | |||
| Non-votes: |
0 |
Proposal 2 received “For” votes from the holders of at least a majority of the outstanding shares of common stock entitled to vote at the Meeting. Proposal 2 therefore passed.
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Proposal 3 – Approval of an amendment to Aradigm’s 2005 Equity Incentive Plan to increase the aggregate number of shares of Common Stock authorized for issuance under such plan by 40 million shares and increase the number of shares that can be granted to an individual in any calendar year to 5 million shares.
| For: |
176,966,047 | |||
| Against: |
1,830,612 | |||
| Abstain: |
195,299 | |||
| Non-votes: |
0 |
Proposal 3 received “For” votes from the holders of at least a majority of the outstanding shares of common stock present either in person or by proxy and entitled to vote at the Meeting. Proposal 3 therefore passed.
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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.
| ARADIGM CORPORATION | ||||||
| Dated: July 17, 2013 | By: | /s/ Nancy Pecota | ||||
| Name: Nancy Pecota | ||||||
| Title: Vice President, Finance and Chief Financial Officer | ||||||
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