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): September 14, 2010
Aradigm Corporation
(Exact name of registrant as specified in its charter)
         
California   000-28402   94-3133088
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   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):
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 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
     On September 14, 2010, Aradigm Corporation (the “ Company ”) filed a Certificate of Amendment of the Company’s Amended and Restated Articles of Incorporation with the Secretary of State of the State of California to increase the total number of authorized shares of common stock from 150,000,000 to 213,527,214 (the “ Certificate of Amendment ”). A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference. The amendment was previously approved by our board of directors, subject to shareholder approval, and approved by our shareholders at the Special Meeting described in Item 5.07 below.
Item 5.07   Submission of Matters to a Vote of Security Holders.
     On September 14, 2010, the Company held a Special Meeting of Shareholders (the “ Special Meeting ”) at the Company’s offices at 3929 Point Eden Way, Hayward, California 94545. At the Special Meeting, a quorum was present and three proposals were presented and voted on by the Company’s shareholders. Only shareholders of record at the close of business on August 23, 2010 were entitled to vote at the Special Meeting. All three proposals were approved by our shareholders at the Special Meeting. The voting results are as follows:
    Proposal 1 — Approval of an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the total number of authorized shares of common stock by 7,527,214 to allow the Company to reserve a sufficient number of shares available for issuance to cover the shares issuable upon exercise of warrants issued in a private placement that closed on June 21, 2010.
  •   For: 92,208,681
 
  •   Against: 480,713
 
  •   Abstained: 74,446
 
  •   Non-votes: 0
    Proposal 2 — Approval of an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the total number of authorized shares of common stock by 26,000,000 to allow the Company to reserve a sufficient number of shares available for issuance to cover the shares issuable under a stock purchase agreement, dated as of July 30, 2010, by and among the Company and Novo Nordisk A/S (the “ Novo Nordisk Stock Purchase Agreement ”).
  •   For: 92,217,593
 
  •   Against: 472,301
 
  •   Abstained: 73,946
 
  •   Non-votes: 0
    Proposal 3 — Approval of an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the total number of authorized shares of common stock by 30,000,000 to allow the Company to have additional flexibility to use its capital stock for business and financial purposes in the future.
  •   For: 89,681,045
 
  •   Against: 2,554,595
 
  •   Abstained: 528,200

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  •   Non-votes: 0
Item 8.01   Other Events.
     On September 15, 2010, the Company closed the issuance to Novo Nordisk A/S of 26,000,000 shares of the Company’s common stock under the Novo Nordisk Stock Purchase Agreement in consideration for the termination of all of the Company’s obligations under an existing promissory note and security agreement dated July 3, 2006 in favor of Novo Nordisk A/S, as well as the termination of the existing Amended and Restated Stock Purchase Agreement, dated as of January 26, 2005, previously entered into by the Company, Novo Nordisk A/S and Novo Nordisk Pharmaceuticals, Inc. in connection with the Company’s January 2005 restructuring transaction with Novo Nordisk. On September 20, 2010, the Company issued a press release announcing the closing of the transactions contemplated by the Novo Nordisk Stock Purchase Agreement. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
Item 9.01   Financial Statements and Exhibits.
     (d) Exhibits.
EXHIBIT INDEX
         
Exhibit   Description
  3.1    
Certificate of Amendment of Amended and Restated Articles of Incorporation of Aradigm Corporation filed with the Secretary of State of the State of California on September 14, 2010
  99.1    
Press release dated September 20, 2010

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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: September 20, 2010  By:   /s/ Nancy Pecota    
    Name:   Nancy Pecota   
    Title:   Vice President, Finance and Chief Financial Officer   
 

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EXHIBIT INDEX
         
Exhibit   Description
  3.1    
Certificate of Amendment of Amended and Restated Articles of Incorporation of Aradigm Corporation filed with the Secretary of State of the State of California on September 14, 2010
  99.1    
Press release dated September 20, 2010

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Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
ARADIGM CORPORATION
     The undersigned certify that:
     1. They are the President and Chief Executive Officer and the Vice President, Finance and Chief Financial Officer, respectively, of Aradigm Corporation, a California corporation (the “Corporation”).
     2. Article III of the Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) of the Corporation is amended to read in full as follows:
     “This corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares that the corporation is authorized to issue is Two Hundred Eighteen Million Five Hundred Twenty-Seven Thousand Two Hundred Fourteen (218,527,214) shares. Two Hundred Thirteen Million Five Hundred Twenty-Seven Thousand Two Hundred Fourteen (213,527,214) shares shall be Common Stock. Five Million (5,000,000) shares shall be Preferred Stock.
     The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized to determine and alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock, and to fix the number of shares of any such series of Preferred Stock and designation of any such series of Preferred Stock. The Board of Directors within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, may increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issuance of shares of that series.”
     3. The foregoing amendment of Articles of Incorporation has been duly approved by the Board of Directors.
     4. The foregoing amendment of the Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the California Corporations Code. The total number of shares of Common Stock of the Corporation outstanding and entitled to vote for the amendment was 137,761,464 shares. There were no outstanding shares of Preferred Stock. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50% of the outstanding shares of Common Stock and more than 50% of the outstanding shares of Common Stock and Series A Preferred Stock voting together.

 

 

     We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.
Date: September 14, 2010
         
     
  /s/ Igor Gonda    
  Igor Gonda    
  President and Chief Executive Officer   
 
     
  /s/ Nancy E. Pecota    
  Nancy E. Pecota    
  Vice President, Finance and Chief Financial Officer   
 

 

EXHIBIT 99.1
(ARADIGM LOGO)
Aradigm Closes Equity for Debt Transaction with Novo Nordisk A/S
$9.1 Million in Debt Extinguished in Exchange for 26 Million Shares of Common Stock
HAYWARD, Calif., Sep 20, 2010 (BUSINESS WIRE) — Aradigm Corporation (OTCBB:ARDM) (the “Company”) today announced that it closed the transaction contemplated by the previously announced July 30, 2010 Stock Purchase Agreement with Novo Nordisk A/S. At the closing, the Company issued 26 million shares of the Company’s common stock to Novo Nordisk A/S in a private placement as consideration for the termination of a promissory note in favor of Novo Nordisk A/S under which approximately $9.1 million was outstanding on July 30, 2010, representing an effective price per share of $0.3505.
The promissory note that was terminated at closing represented a loan that was made by Novo Nordisk A/S to the Company in 2006 in the principal amount of $7.5 million, with interest accruing at 5% per annum.
Nancy E. Pecota, Vice President and Chief Financial Officer of Aradigm stated, “With the closing of this transaction, we have eliminated all debt from our balance sheet. This transaction was viewed as beneficial by our shareholders as reflected by the fact that, at our special meeting of shareholders, our shareholders overwhelmingly voted in favor of the proposal to increase the number of authorized shares of our common stock to cover the shares issued in this transaction.”
Important Information
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security. The shares of common stock were issued to Novo Nordisk pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws.
About Aradigm
Aradigm is an emerging specialty pharmaceutical company focused on the development and commercialization of a portfolio of drugs delivered by inhalation for the treatment of severe respiratory diseases by pulmonologists. The Company has product candidates addressing the treatment of cystic fibrosis, bronchiectasis, inhalation tularemia and anthrax infections, and smoking cessation.
More information about Aradigm can be found at www.aradigm.com .
Forward-Looking Statements
Except for the historical information contained herein, this news release contains forward-looking statements that involve risk and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on March 30, 2009, and the Company’s Quarterly Reports on Form 10-Q.
Aradigm and the Aradigm Logo are registered trademarks of Aradigm Corporation.
SOURCE: Aradigm Corporation
Aradigm Corporation
Nancy Pecota, Chief Financial Officer, 510-265-9370
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