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CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported)
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May 3, 2018
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BOVIE MEDICAL CORPORATION
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(Exact name of registrant as specified in its charter)
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Delaware
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0-12183
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11-2644611
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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(Former name or former address, if changed since last report)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Date: May 3, 2018
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By:
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/s/ Jay D. Ewers
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Jay D. Ewers
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Chief Financial Officer and Secretary
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1.
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Resolutions were adopted by the Board of Directors (the “Board”) of the Corporation, which resolutions are set forth in a Certificate of Designation of Preferences, Rights and Limitations filed with the Secretary of State of the State of Delaware on December 13, 2013 (the “Series A Certificate of Designation”), providing for and authorizing the issuance of 3,500,000 shares of Series A 6% Convertible Preferred Stock (the “Series A Preferred Stock”).
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2.
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Resolutions were adopted by the Board, which resolutions are set forth in a Certificate of Designation of Preferences, Rights and Limitations filed with the Secretary of State of the State of Delaware on March 16, 2015 (the “Series B Certificate of Designation”), providing for and authorizing the issuance of 3,588,139 shares of Series B Convertible Preferred Stock (the “Series B Preferred Stock”).
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3.
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No shares of the Series A Preferred Stock and the Series B Preferred stock that were previously issued are currently outstanding and none will be issued subject to the Series A Certificate of Designation or the Series B Certificate of Designation.
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4.
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Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), the Board of the Corporation adopted the following resolutions:
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5.
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In accordance with the provisions of Section 151(g) of the DGCL, all matters set forth in the Series A Certificate of Designation and the Series B Certificate of Designation shall be eliminated from the Certificate of Incorporation of the Corporation, as amended, and the shares that were designated as Series A Preferred Stock and Series B Preferred Stock shall resume the status of authorized but unissued shares of preferred stock of the Corporation, without designation as to series.
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By:
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/s/ Charles D. Goodwin II
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Charles D. Goodwin II
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Chief Executive Officer and Director
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