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): March 17, 2015
BIODEL INC.
(Exact name of registrant as specified in its
charter)
Commission File Number 001-33451
Delaware | 90-0136863 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) |
100 Saw Mill Road | |
Danbury, Connecticut | 06810 |
(Address of principal executive offices) | (Zip code) |
(203)
796-5000
(Registrant's
telephone number, including area code)
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 5.07 Submission of Matters to a Vote of Security Holders .
On March 17, 2015, Biodel Inc. (the Company) held its 2015 annual meeting of stockholders at the Companys headquarters in Danbury, Connecticut (the Annual Meeting). At the Annual Meeting, Julia R. Brown and Daniel Lorber were elected as Class II Directors, each for three-year terms, until the 2018 annual meeting of stockholders or until their respective successors are elected and qualified. At the Annual Meeting, the stockholders also (i) voted to ratify the appointment of BDO USA, LLP as the Companys independent registered public accounting firm for the fiscal year ending September 30, 2015 and (ii) voted to approve an amendment to the Companys Second Amended and Restated Certificate of Incorporation, as amended, to effect an increase in the number of shares of authorized common stock, par value $.01 per share, from 62,500,000 shares to 200,000,000 shares. The tabulation of the voting results is as follows:
Proposal Number One: Election of Directors
Nominees | For | Withheld | Broker Non-Votes |
Julia R. Brown | 4,482,104 | 1,724,658 | 10,462,163 |
Daniel Lorber | 4,548,095 | 1,658,667 | 10,462,163 |
Proposal Number Two: Ratification of Appointment of Independent Registered Public Accounting Firm
For | Against | Abstain | |
14,928,199 | 793,102 | 947,624 |
Proposal Number Three: Approval of an Amendment to the Companys Second Amended and Restated Certificate of Incorporation, as amended, to effect an increase in the number of shares of authorized common stock, par value $.01 per share, from 62,500,000 shares to 200,000,000 shares
For | Against | Abstain | |
12,030,995 | 4,070,552 | 181,912 |
A copy of the Certificate of Amendment of Second Amended and Restated Certificate of Incorporation, as amended, of Biodel Inc. dated March 17, 2015, as filed with the Delaware Secretary of State, is attached as Exhibit 3.1 to this Current Report on Form 8-K.
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Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
3.1 Certificate of Amendment of Second Amended and Restated Certificate of Incorporation, as amended, of Biodel Inc. dated March 17, 2015 |
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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.
Date: March 18, 2015 | BIODEL INC. | ||
By: | /s/ Paul S. Bavier | ||
Paul S. Bavier, General Counsel and Secretary |
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EXHIBIT INDEX
Exhibit No . | Description | ||
3.1 | Certificate of Amendment of Second Amended and Restated Certificate of Incorporation, as amended, of Biodel Inc. dated March 17, 2015 |
5
CERTIFICATE OF
AMENDMENT
OF
SECOND
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION,
AS AMENDED
OF
BIODEL INC.
Pursuant to Section 242 of
the
General Corporation Law of
the State of Delaware
Biodel Inc. (hereinafter called the Corporation), organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:
By action of the Board of Directors of the Corporation at a meeting held on February 12, 2015, the Board of Directors duly adopted a resolution pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth an amendment to the Second Amended and Restated Certificate of Incorporation of the Corporation, as amended, (the Restated Certificate of Incorporation) and declaring said amendment to be advisable and directing that it be submitted to and considered by the stockholders of the Corporation for approval. The stockholders of the Corporation duly approved said proposed amendment at the Annual Meeting of Stockholders held on March 17, 2015, in accordance with Section 242 of the General Corporation Law of the State of Delaware. The resolution setting forth the amendment is as follows:
RESOLVED That, subject to the approval of the stockholders of the Corporation, the second paragraph of Article FOURTH of the Restated Certificate of Incorporation (relating to the Corporations authorized shares of capital stock) be and hereby is deleted in its entirety and the following second paragraph of Article FOURTH is inserted in lieu thereof:
A. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 250,000,000 shares, consisting of (i) 200,000,000 shares of Common Stock, $0.01 par value per share (Common Stock), and (ii) 50,000,000 shares of Preferred Stock, $0.01 par value per share (Preferred Stock).
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be affixed hereto and this Certificate of Amendment to be signed by its duly authorized officer this 17th day of March, 2015.
BIODEL INC. | ||
By: | /s/ Errol B. De Souza | |
Name: Errol B. De Souza | ||
Title: President and Chief Executive Officer |