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 12, 2012
Natus Medical Incorporated
(Exact name of registrant as specified in its charter)
| Delaware | 000-33001 | 77-0154833 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1501 Industrial Road
San Carlos, CA 94070
(Address of principal executive offices, with zip code)
650-802-0400
(Registrant’s telephone number, including area code)
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):
| ¨ | 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
At the 2012 Annual Meeting of Stockholders of Natus Medical Incorporated (the “Company”) held on June 8, 2012, the Company’s stockholders, upon recommendation of the Company’s Board of Directors, approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Restated Certificate”) to eliminate the required supermajority vote of the Company’s stockholders to approve certain amendments to the Company’s Restated Certificate and to replace such supermajority vote with a majority vote of the Company’s stockholders instead. The Amendment is described in more detail as Proposal No. 4 in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 23, 2012. On September 12, 2012, the Company filed a Certificate of Amendment of the Restated Certificate of the Company with the Delaware Secretary of State to effect the Amendment, which became effective on September 12, 2012.
The foregoing description of the Certificate does not purport to be complete and is qualified in its entirety by reference to the Certificate attached hereto as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Exhibit
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Description |
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| 3.1 | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company, as filed with the Delaware Secretary of State on September 12, 2012. | |
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.
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NATUS MEDICAL INCORPORATED (Registrant) |
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| By: | /s/ Steven J. Murphy | |
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Steven J. Murphy Vice President Finance and Chief Financial Officer |
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Dated: September 13, 2012
Exhibit Index
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Exhibit
|
Description |
|
| 3.1 | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company, as filed with the Delaware Secretary of State on September 12, 2012. | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
NATUS MEDICAL INCORPORATED
Natus Medical Incorporated, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “ Corporation ”),
DOES HEREBY CERTIFY THE FOLLOWING:
FIRST : That the name of the Corporation is Natus Medical Incorporated.
SECOND : That the date on which the Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of Delaware is July 20, 2000 under the name Natus Medical Incorporated.
THIRD : That the following amendment to the Corporation’s Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law, with the approval of such amendment by the Corporation’s stockholders having been given in accordance with the provisions of Section 211 and Section 242 of the Delaware General Corporation Law:
Section 4 of Article FIFTH of the Amended and Restated Certificate of Incorporation is amended to read in its entirety as follows:
“The affirmative vote of a majority of the voting power of the then outstanding shares of Voting Stock, voting together as a single class, shall be required for the adoption, amendment or repeal of the following sections of the corporation’s Bylaws by the stockholders of this corporation: 2.3 (Annual Meeting) and 2.4 (Special Meeting).”
Section 7 of Article FIFTH of the Amended and Restated Certificate of Incorporation is amended to read in its entirety as follows:
“Any director, or the entire Board of Directors, may be removed from office at any time with or without cause by the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the Voting Stock, voting together as a single class.”
3. Article SIXTH of the Amended and Restated Certificate of Incorporation is amended to read in its entirety as follows:
“Notwithstanding any other provision in this Certificate of Incorporation or in any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the Voting Stock required by law, this Certificate of Incorporation or any Preferred Stock Designation, the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the Voting Stock, voting together as a single class, shall be required to alter, amend or repeal Article FIFTH or this Article SIXTH.”
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Amended and Restated Certificate of Incorporation to be signed by its Vice President and Chief Financial Officer this 11 th day of September 2012 and the foregoing facts stated herein are true and correct.
| Natus Medical Incorporated | ||
| By: | /s/ Steven J. Murphy | |
| Name: Steven J. Murphy | ||
| Title: Vice President Finance and Chief Financial Officer | ||
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