Attached files

file filename
EX-3.1 - EX-3.1 - Unilife Corpd89730dex31.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 16, 2015

 

 

UNILIFE CORPORATION

(Exact name of Registrant as Specified in Charter)

 

 

 

Delaware   001-34540   27-1049354

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

250 Cross Farm Lane, York, Pennsylvania   17406
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (717) 384-3400

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:

 

¨ 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.

Unilife Corporation (the “Company”) held its Annual Meeting of Stockholders (the “2015 Annual Meeting”) on November 16, 2015. At the 2015 Annual Meeting, the stockholders approved an amendment of Article FOURTH of the Company’s Certificate of Incorporation (as amended, the “Certificate”) to increase the number of authorized shares of common stock, par value $0.001 per share, from 250,000,000 to 350,000,000. The amendment to the Certificate is more fully described in the Company’s definitive proxy statement filed on October 2, 2015 with the Securities and Exchange Commission in connection with the 2015 Annual Meeting. The full text of the amendment to the Certificate is attached as Exhibit 3.1 and is incorporated herein by reference.

The amendment to the Certificate became effective upon the Company’s filing of the Certificate of Amendment to the Certificate with the Secretary of State of the State of Delaware on November 17, 2015.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2015 Annual Meeting, the following proposals were submitted by the Company’s Board of Directors to a vote of the Company’s stockholders and the final results of the voting on each proposal are noted below.

Proposal No. 1 — The election of the persons named below as directors to hold office until our annual meeting of stockholders to be held in 2016 and until his or her successor is duly elected and qualified or until his or her earlier resignation or removal.

All director nominees were elected and the votes were cast as follows:

 

Name    Votes For      Votes Withheld      Broker Non-Votes  

Jeff Carter

     47,078,526         4,877,089         31,630,267   

William Galle

     48,640,739         3,314,876        
31,630,267
  

Harry A. Hamill

     49,535,971         2,419,644        
31,630,267
  

John Lund

     49,334,944         2,620,671         31,630,267   

Mary Katherine Wold

     49,476,834         2,478,781         31,630,267   

Alan D. Shortall

     49,959,843         1,995,772         31,630,267   

Proposal No. 2 — Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2016.

The appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2016 was ratified and the votes were cast as follows:

 

For   Against   Abstain   Broker Non-Votes
79,890,316   938,438   2,757,128  

Proposal No. 3 — Advisory vote regarding the approval of compensation paid to certain executive officers.


The compensation of the Company’s named executive officers was approved, on an advisory basis, and the votes were cast as follows:

 

For   Against   Abstain   Broker Non-Votes
40,373,841   9,728,103   1,853,671   31,630,267

Proposal No. 4 — For the purposes of compliance with NASDAQ Marketplace Rule 5635(d) and for all other purposes, to approve the proposed issuance and sale by the Company of up to $45,000,000 in shares of common stock (equivalent to 270,000,000 CDI’s to Lincoln Park Capital Fund, LLC, or LPC, under the Purchase Agreement the Company entered into with LPC on July 29, 2015, pursuant to a shelf-registration statement on Form S-3 (File No. 333-197122), previously filed with the U.S. Securities and Exchange Commission, or the SEC, on June 30, 2014, as amended on September 15, 2014, and that was declared effective by the SEC on October 3, 2014, and the accompanying prospectus supplement that the Company filed with the SEC on July 30, 2015.

The issuance and sale by the Company of $45,000,000 in shares of common stock (equivalent to 270,000,000 CDIs) under the Purchase Agreement the Company entered into with Lincoln Park Capital Fund, LLC dated July 29, 2015, pursuant to a registration statement filed by the Company with the SEC, and the accompanying prospectus supplement that the Company filed with the SEC on October 3, 2014 was ratified and the votes were cast as follows:

 

For   Against   Abstain   Broker Non-Votes
46,516,845   3,623,703   1,815,067   31,630,267

Proposal No. 5 — For the purposes of compliance with NASDAQ Marketplace Rule 5635(d) and for all other purposes, to approve the proposed issuance and sale by the Company of up to $25,000,000 in shares of common stock from time to time under a Controlled Equity Offering Sales Agreement, or Sales Agreement, with Cantor Fitzgerald & Co., as the Company’s sales agent, subject to the limitations set out in the Sales Agreement, pursuant to a shelf-registration statement on Form S-3 (File No. 333-197122), previously filed with the SEC on June 30, 2014, as amended on September 15, 2014, and that was declared effective by the SEC on October 3, 2014, and the accompanying prospectus supplement that the Company filed with the SEC on July 30, 2015.

The issuance and sale by the Company of $25,000,000 in shares of common stock under the Sales Agreement, pursuant to a registration statement filed by the Company with the SEC, and the accompanying prospectus supplement that the Company filed with the SEC on October 3, 2014 was ratified and the votes were cast as follows:

 

For   Against   Abstain   Broker Non-Votes
47,788,838   3,266,539   900,238   31,630,267

Proposal No. 6 — For the purposes of ASX Listing Rule 10.14 and for all other purposes, to approve the grant of 35,000 securities to Harry A. Hamill on the terms set out in the Proxy Statement.

The grant of up to 35,000 securities to Harry A. Hamill on the terms set out in the Proxy Statement was approved and the votes were cast as follows:

 

For   Against   Abstain   Broker Non-Votes
40,477,258   10,611,952   866,405   31,630,267

Proposal No. 7 — For the purposes of ASX Listing Rule 10.17 and for all other purposes, to approve an increase in the total aggregate annual directors’ fees payable to all the Company’s non-executive directors to $399,000.00, to be allocated among the directors in such proportions as determined by the Company on the terms set out in the Proxy Statement.


The increase in the total aggregate annual directors’ fees payable to all the Company’s non-executive directors to $399,000.00, on the terms set out in the Proxy Statement was approved and the votes were cast as follows:

 

For   Against   Abstain   Broker Non-Votes
39,982,246   10,762,406   1,210,963   31,630,267

Proposal No. 8 — To amend the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 250,000,000 to 350,000,000.

The amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 250,000,000 to 350,000,000 was approved and the votes were cast as follows:

 

For   Against   Abstain   Broker Non-Votes
70,051,882   11,374,462   2,159,538  

Item 9.01. Financial Statements and Exhibits.

Exhibits.

 

Exhibit
Number

  

Description

3.1    Certificate of Amendment, filed with the Secretary of State of the State of Delaware on November 17, 2015.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Unilife Corporation
Date: November 17, 2015     By:  

/s/    Alan Shortall        

      Alan Shortall
      Chairman and Chief Executive Officer


EXHIBIT INDEX

 

EXHIBIT

NUMBER

  

DESCRIPTION

3.1    Certificate of Amendment, filed with the Secretary of State of the State of Delaware on November 17, 2015.