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)
May 3, 2018
BOVIELOGO2017A09.JPG
BOVIE MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
0-12183
11-2644611
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification No.)
5115 Ulmerton Road, Clearwater, FL 33760
(Address of principal executive offices, zip code)
(727) 384-2323
(Issuer’s telephone number)
(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)
 
 
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 
 
 
 
 
 



Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 3, 2018 , Bovie Medical Corporation (the “Company”) filed a Certificate of Elimination with the Secretary of State of the State of Delaware with respect to the Company’s Series A 6% Convertible Preferred Stock (the Series A Preferred Stock”) and Series B Convertible Preferred Stock (the “Series B Preferred Stock”) which, effective upon filing, eliminated from the Company’s Certificate of Incorporation, as amended, all matters set forth in the Certificate of Designation of Preferences, Rights and Limitations for the Series A Preferred Stock and in the Certificate of Designation of Preferences, Rights and Limitations for the Series B Preferred Stock.

A copy of the Certificate of Elimination is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits




2

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.

Date: May 3, 2018
By:
/s/ Jay D. Ewers
 
 
 
Jay D. Ewers
 
 
 
Chief Financial Officer and Secretary
 


3

Exhibit 3.1

CERTIFICATE OF ELIMINATION
OF THE
SERIES A 6% CONVERTIBLE PREFERRED STOCK AND
SERIES B CONVERTIBLE PREFERRED STOCK
OF BOVIE MEDICAL CORPORATION
(Pursuant to Section 151(g) of the
General Corporation Law of the State of Delaware)

The undersigned Chief Executive Officer of Bovie Medical Corporation, a Corporation organized under the laws of the State of Delaware (the “Corporation”), hereby certifies that:
1.
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”).

2.
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”).

3.
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.

4.
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:

RESOLVED , that none of the authorized shares of Series A Preferred Stock and Series B Preferred Stock are outstanding, and that none will be issued subject to the Series A Certificate of Designation or the Series B Certificate of Designation; and
RESOLVED FURTHER , that each of the Chief Executive Officer, Chief Financial Officer, the Secretary and any Assistant Secretary of the Corporation is hereby authorized and directed, in the name and on behalf of the Corporation, to prepare, execute, and file with the Secretary of State of the State of Delaware pursuant to Section 151(g) of the DGCL a Certificate of Elimination of the Series A Preferred Stock and the Series B Preferred Stock to eliminate from the Corporation’s Certificate of Incorporation, as amended, all matters set

756475
Page 1

forth in the Series A Certificate of Designation and the Series B Certificate of Designation with respect to the Series A Preferred Stock and the Series B Preferred Stock.
5.
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.

IN WITNESS HEREOF , the Corporation has caused this Certificate to be executed and acknowledged this 3rd day of May, 2018.
 
By:
/s/ Charles D. Goodwin II
 
 
 
Charles D. Goodwin II
 
 
 
Chief Executive Officer and Director
 




756475
Page 2