SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
Date of Report: August 20, 2010
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
3000 Bayport Drive, Suite 685
|(Address of principal executive offices)||(Zip Code)|
(Registrants telephone number, including area code)
(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 August 20, 2010, the Board of Directors of the Company adopted and approved an amendment to Section 1 of Article IV of our Bylaws effective immediately (the Amendment). The Amendment allows the Companys shares to be eligible for the Direct Registration System (DRS) by permitting the issuance of uncertificated shares of the Companys capital stock in accordance with the DRS. The DRS enables investors to have securities recorded and maintained on the books of the issuer or the transfer agent without the issuance of a stock certificate and enables the electronic transfer of the shares. A copy of the Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment attached hereto as Exhibit 3.1.
|Item 9.01||FINANCIAL INFORMATION AND EXHIBITS|
|3.1||Second Amendment to Bylaws|
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 24 th day of August, 2010.
/s/ David B. Hirsch
|David B. Hirsch|
|President and Chief Executive Officer|
(Approved August 20, 2010)
Pursuant to Article VI of its Bylaws and the provisions of Section 607.1020, Florida Statutes, Section 1 of Article IV of the Bylaws of Oragenics, Inc. (the corporation) is amended in its entirety as follows:
Section 1. Issuance . Shares in this corporation shall either be represented by certificates or shall be uncertificated and represented by book entry registered in the name of the shareholder on the books and records of the corporation or its transfer agent. At the direction of the corporation to its transfer agent and absent a specific request for a certificate by the registered stockholder or transferee thereof, all shares of the corporation shall be in uncertificated, book entry form upon the original issuance thereof by the corporation or upon the surrender of the certificate representing such shares to the corporation, in accordance with a Direct Registration System approved by the Securities and Exchange Commission and by the NASDAQ Capital Market or any securities exchange on which the stock of the corporation may from time to time be traded.
Except as provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificated shares of the same class and series shall be identical. If shares are not represented by certificates, then, within a reasonable time after issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement in such form as the Board of Directors may from time to time prescribe, certifying as to the number of shares owned by the shareholder and as to such other information as would have been required to be on certificates for such shares.