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): March 21, 2007
Brainstorm Cell Therapeutics Inc.
(Exact name of registrant as specified in its charter)
Delaware 333-61610 20-8133057
(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation) Identification No.)
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110 East 59th Street
New York, New York 10022
(Address of principal executive offices) (Zip Code)
(212) 557-9000
(Registrant's telephone number, including area code)
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N/A
(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
On March 21, 2007, the Board of Directors of Brainstorm Cell Therapeutics Inc. (the "Company") amended Sections 1, 2 and 3 of Article IV of the Company's ByLaws to expressly provide for the issuance of uncertificated shares. By being able to issue uncertificated shares, the Company may now participate in the Direct Registration System, which is currently administered by The Depository Trust Company. The Direct Registration System allows investors to have securities registered in their names without the issuance of physical certificates and allows investors to electronically transfer securities to broker-dealers in order to effect transactions without the risks and delays associated with transferring physical certificates.
The amendment to the ByLaws is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
3.1 Amendment No. 1 to ByLaws of Brainstorm Cell Therapeutics Inc., dated March 21, 2007.
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.
Brainstorm Cell Therapeutics Inc.
Date: March 27, 2007 By: /s/ Yoram Drucker
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Yoram Drucker
Chief Operating Officer
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EXHIBIT INDEX
Exhibit No. Description
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3.1 Amendment No. 1 to ByLaws of Brainstorm Cell Therapeutics Inc.,
dated March 21, 2007.
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Exhibit 3.1
BRAINSTORM CELL THERAPEUTICS INC.
AMENDMENT NO. 1 TO
BYLAWS OF BRAINSTORM CELL THERAPEUTICS INC.
The ByLaws (the "By-Laws") of Brainstorm Cell Therapeutics Inc., a Delaware corporation, is hereby amended as follows:
1. The first two sentences of Article IV, ss.1 of the ByLaws are hereby amended by deleting such sentences in their entirety and substituting in lieu thereof the following new sentences:
Shares of the stock of the corporation may be certificated or uncertificated, as provided under the Delaware General Corporation Law. Each stockholder, upon written request to the transfer agent of the corporation, shall be entitled to one or more certificates of the stock of the corporation, signed by the Chairman or Vice-Chairman of the Board of Directors or by the President or Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, certifying, in the aggregate, the number of shares owned by such stockholder in the corporation.
2. The first sentence of Article IV, ss.2 of the ByLaws is hereby amended by deleting such sentence in its entirety and substituting in lieu thereof the following new sentence:
Except as otherwise established by rules and regulations adopted by the Board of Directors, and subject to applicable law, shares of stock may be transferred on the books of the corporation, if such shares are certificated, by the surrender to the corporation or its transfer agent of the certificate representing such shares, properly endorsed or accompanied by a written assignment or power of attorney properly executed, or upon proper instructions from the holder of uncertificated shares, in each case with such proof of authority or the authenticity of signature as the corporation or its transfer agent may reasonably require.
3. The first sentence of Article IV, ss.3 of the ByLaws is hereby amended by deleting the period at the end of such sentence, by adding a semicolon at the end of such sentence, and by adding the following new clause as follows:
provided, however, that if such shares have ceased to be certificated, a new certificate shall be issued only upon written request to the transfer agent of the corporation.
****** Adopted by the Board of Directors on March 21, 2007.