UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2012
Commission file number 0-30752
AETERNA ZENTARIS INC.
1405 du Parc-Technologique Boulevard
Quebec City, Québec
Canada, G1P 4P5
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .
DOCUMENTS INDEX
Documents |
Description |
|
99.1 | Material Change Report of the registrant dated October 3, 2012. | |
99.2 | Certificate of Amendment and Articles of Amendment of the registrant dated October 2, 2012. | |
99.3 | Letter of Transmittal for the registered holders of common shares of the registrant. |
SIGNATURE
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, thereunto duly authorized.
AETERNA ZENTARIS INC. | ||||||
Date: October 3, 2012 | By: | /s/ Dennis Turpin | ||||
Dennis Turpin | ||||||
Senior Vice President and Chief Financial Officer |
Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
AETERNA ZENTARIS INC.
1. | Name and Address of Company |
Aeterna Zentaris Inc. (the Corporation )
1405 du Parc-Technologique Boulevard
Quebec City, Québec
Canada, G1P 4P5
2. | Date of Material Change |
October 2, 2012.
3. | News Release |
On October 3, 2012, the Corporation issued a news release indicating the material change, which was disseminated in Canada on the Canada NewsWire service. A copy of such news release is attached hereto as Schedule A .
4. | Summary of Material Change |
On October 3, 2012, the Corporation announced that the issued and outstanding common shares of the Corporation ( Common Shares ) have been consolidated (the Share Consolidation ) on a six (6) to one (1) basis effective as of October 2, 2012 following the filing of Articles of Amendment and the receipt of a Certificate of Amendment in respect thereof.
5. | Full Description of Material Change |
On October 3, 2012, the Corporation announced that the issued and outstanding Common Shares have been consolidated on a six (6) to one (1) basis effective as of October 2, 2012 following the filing of Articles of Amendment and the receipt of a Certificate of Amendment in respect thereof.
The news release attached as Schedule A hereto sets forth a complete description of the Share Consolidation.
6. | Reliance on subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
7. | Omitted Information |
Not applicable.
8. | Executive Officer |
Further information regarding the matters described in this report may be obtained from Dennis Turpin, Senior Vice President and Chief Financial Officer. Mr. Turpin is knowledgeable about the details of the material change and may be contacted at (418) 652-8525.
9. | Date of Report |
October 3, 2012.
SCHEDULE A
NEWS RELEASE
(October 3, 2012)
Aeterna Zentaris Announces Share Consolidation to Regain
NASDAQ Compliance
|
Common shares will begin trading on a consolidated and split-adjusted basis on October 5, 2012 |
Québec City, Canada, October 3, 2012 Aeterna Zentaris Inc. (NASDAQ: AEZS) (TSX: AEZ) (the Company) today announced that the issued and outstanding common shares of the Company (Common Shares) have been consolidated (the Consolidation) on a six (6) to one (1) basis effective as of October 2, 2012. The purpose of the Consolidation is to enable the Company to attempt to regain compliance with the minimum bid price requirement of the NASDAQ Stock Market (NASDAQ).
The Company has received conditional approval from the Toronto Stock Exchange (TSX) to effect the Consolidation and has provided notification of the Consolidation to NASDAQ. Subject to final confirmation by TSX and NASDAQ, it is expected that the post-Consolidation Common Shares will begin trading on each of NASDAQ and TSX at the opening of markets on or about October 5, 2012 under its current NASDAQ and TSX trading symbols, AEZS and AEZ, respectively, under the new post-Consolidation CUSIP number of 007975303.
The Consolidation will reduce the number of outstanding Common Shares from approximately 112.4 million to approximately 18.7 million. Proportionate adjustments will be made to the Companys outstanding warrants and stock options. No fractional Common Shares have been issued pursuant to the Consolidation and any fractional shares that would have otherwise been issued have been rounded down to the nearest whole number. Any and all such fractional shares will be aggregated and sold by the Companys transfer agent and registrar on the market, with the net proceeds being proportionately distributed to shareholders.
Letters of transmittal with respect to the Consolidation are being mailed to the Companys registered shareholders. All registered shareholders will be required to send their share certificates representing pre-Consolidation Common Shares, along with a properly executed letter of transmittal, to the Companys registrar and transfer agent, Computershare Investor Services Inc., in accordance with the instructions provided in the letter of transmittal. All registered shareholders who submit to Computershare a completed letter of transmittal, along with their respective certificates representing pre-Consolidation Common Shares, will receive in exchange new certificates representing their post-Consolidation Common Shares. Shareholders who hold their Common Shares through a broker, investment dealer, bank, trust company or other nominee or intermediary should contact that nominee or intermediary for assistance in depositing their Common Shares in connection with the Share Consolidation.
About Aeterna Zentaris
Aeterna Zentaris is an oncology and endocrinology drug development company currently investigating treatments for various unmet medical needs. The Companys pipeline encompasses compounds at all stages of development, from drug discovery through to marketed products. For more information please visit www.aezsinc.com .
Forward-Looking Statements
This press release contains forward-looking statements made pursuant to the safe harbour provisions of the U.S. Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties that could cause the Companys actual results to differ materially from those in the forward-looking statements. For example, because the market price of the Companys Common Shares will also be based on the Companys financial and operational results, its financial position, including its capital availabilities and liquidity resources, the development of its product pipeline, market conditions, the market perception of its business and other factors, which are unrelated to the number of shares outstanding, there can be no assurance that the market price of the Common Shares will in fact increase following the Consolidation or will not decrease in the future, or that the minimum closing bid price of the Common Shares will meet NASDAQs minimum bid price requirement. Further, there can be no assurance that the Consolidation alone will guarantee the continued listing of the Common Shares on The NASDAQ Global Market or that the Common Shares will not be delisted due to a failure to meet other NASDAQ continued listing requirements. Other such risks and uncertainties include, among others, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the risk that safety and efficacy data from any of our Phase 3 trials may not coincide with the data analyses from previously reported Phase 1 and/or Phase 2 clinical trials, the ability of the Company to take advantage of business opportunities in the pharmaceutical industry, uncertainties related to the regulatory process and general changes in economic conditions. Investors should consult the Companys quarterly and annual filings with the Canadian and U.S. securities commissions for additional information on risks and uncertainties relating to forward-looking statements. Investors are cautioned not to rely on these forward-looking statements. The Company does not undertake to update these forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments, unless required to do so by a governmental authority or by applicable law.
Investor Relations
Ginette Beaudet Vallières
Investor Relations Coordinator
(418) 652-8525 ext. 265
gvallieres@aezsinc.com
Media Relations
Paul Burroughs
Director of Communications
(418) 652-8525 ext. 406
pburroughs@aezsinc.com
2
Exhibit 99.2
Exhibit 99.2
Certificate of Amendment
Canada Business Corporations Act
Certificat de modification
Loi canadienne sur les sociétés par actions
AETERNA ZENTARIS INC.
Corporate name / Dénomination sociale
264271-9
Corporation number / Numéro de société
I HEREBY CERTIFY that the articles of the above-named corporation are amended under section 178 of the Canada Business Corporations Act as set out in the attached articles of amendment.
JE CERTIFIE que les statuts de la société susmentionnée sont modifiés aux termes de larticle 178 de la Loi canadienne sur les sociétés par actions, tel quil est indiqué dans les clauses modificatrices ci-jointes.
Marcie Girouard
Director / Directeur
2012-10-02
Date of Amendment (YYYY-MM-DD)
Date de modification (AAAA-MM-JJ)
Industry Canada
Industrie Canada
Corporation Canada
Corportione Canada
Form 4
Instructions
3 Any changes in the articles of the corporation must be made in accordance with section 27 or 177 of the CBCA.
A: If an amendment involves a change of corporate name (including the addition of the English or French version of the corporate name), the new name must comply with sections 10 and 12 of the CBCA as well as part 2 of the regulations, and the Articles of Amendment must be accompanied by a Canada-based NUANS® search report dated not more than nearby (90) days prior to the receipt of the articles by Corporations Canada. A numbered name may be assigned under subsection 11(2) of the CBCA without a NUANS® search.
D: Any other amendments must correspond to the paragraph and subparagraph referenced in the articles being amended. If the space available is insufficient, please attach a schedule to the form.
4. Declaration
This form must be signed by a director or an officer of the corporation (subsection 262(2) of the CBCA).
General
The information you provide in this document is collected under the authority of the CBCA and will be stored in personal information bank number IC/PPU-049. Personal information that you provide is protected under the provisions of the Privacy Act. However, public disclosure pursuant to section 266 of the CBCA is permitted under the Privacy Act.
If you require more information, please consult our website at www.corporationscanada.ic.gc.ca or contact us at 613-941-9042 (Ottawa region), toll-free at 1-666-333-5556 or by email at coorporatonscanada@ic.gc.ca.
Prescribed Fees
Corporations Canada Online Filling Centre: $200
By mail or fax: $200 paid by cheque payable to the Receiver General for Canada or by credit card (American Express® MasterCard® or Visa®).
Important Reminders
Changes of registered office address and/or mailing address:
Complete and the Change of Registered Office Address (Form 3):
Changes of directors or changes of a directors address:
Complete and file changes Regarding Directors (Form 6):
These forms can be filed electronically, by mail or by fax free of charge.
File documents online:
Corporations Canada Online Filling Centre:
www.corporatinscanada.ic.gc.ca
or send documents by mail:
Director General,
Corporations Canada
Jean Edmonds Tower South
9th Floor
365 Laurier Ave. West
Ottawa ON K1a 0C8
By Facsimile:
613-941-0999
Articles of Amendment
(Section 27 or 177 of the Canada Business Corporations Act (CBCA)
1 Corporation name
AETERNA ZENTARIS INC.
2 Corporation number
264271_9
3 The articles are amended as follows:
(Please note that more than one section can be filled out)
A: The corporation changes its name to:
B: The corporation changes the province or territory in Canada where the registered office is situated to: (Do not indicate the full address)
C: The Corporation changes the minimum and/or maximum number of directors to: (For a fixed number of directors, please indicate the same number in both the minimum and maximum options)
Maximum: Medium:
D: Other changes: (e.g., to the classes of shares, to restrictions on share transfers, to restrictions on the businesses of the corporation or to any other provisions that are permitted by the CBCA to be set out in the Articles) Please specify.
The issued and outstanding common shares in the capital of the Corporation (each, a Common Share) are hereby consolidated on the basis of one (1) post-consolidation Common Share for each six (6) pre-consolidation Common Shares.
No fractional Common Shares shall be issued upon the consolidation of the issued and outstanding Common Shares in accordance with the foregoing. All new Common Shares to be issued upon the issuance of the Certificate of Amendment shall be rounded down to the nearest whole number of Common Shares and all fractional Common Shares to which a registered shareholder would otherwise become entitled as a result of the consolidation will be aggregated and sold by the Corporations transfer agent and registrar on the market, with the net proceeds therefrom being proportionately distributed to registered shareholders.
Declaration
I hereby certify that I am a director or an officer of the corporation.
Signature
First Name Telephone number
Note: Misrepresentation constitutes an offence and, an summary coincide, a person is liable to a fine not exceeding £5000 or to imprisonment for a term not exceeding six months or both (subsection 256(1) of the CBCA).
IC 3069 (2006/12)
Exhibit 99.3
LETTER OF TRANSMITTAL FOR REGISTERED HOLDERS OF COMMON SHARES OF
AETERNA ZENTARIS INC.
For use in connection with a share consolidation
This letter of transmittal (the Letter of Transmittal ) is for use by registered holders of common shares (the Common Shares ) of Aeterna Zentaris Inc. ( Aeterna Zentaris ) in connection with the consolidation of the Common Shares on the basis of one (1) new Common Share for every six (6) old Common Shares (the Share Consolidation ). The Share Consolidation was approved by the holders of Common Shares at Aeterna Zentaris special meeting of shareholders on August 15, 2012 (the Meeting ) and became effective on or about the date of mailing of this Letter of Transmittal.
Shareholders are referred to Aeterna Zentaris Notice of Special Meeting and Management Information Circular in connection with the Meeting, dated July 10, 2012 (the Circular ), for further information relating to the Share Consolidation. A copy of the Circular is available under the profile of Aeterna Zentaris at www.sedar.com .
Shareholders who hold their Common Shares through a broker, investment dealer, bank, trust company or other nominee or intermediary should contact that nominee or intermediary for assistance in depositing their Common Shares in connection with the Share Consolidation.
TO: | AETERNA ZENTARIS INC. |
AND TO: | COMPUTERSHARE INVESTOR SERVICES INC. |
The undersigned hereby represents and warrants that he is the owner of the number of Common Shares indicated in the table below, which shares are represented by the share certificate(s) described below and delivered herewith and the undersigned has good title to the shares represented by the said certificate(s), free and clear of all liens, charges and encumbrances, and has full power and authority to herewith deposit such shares.
Certificate Number
|
Number of Shares |
Registered in the Name of |
||
The above-listed share certificates are hereby surrendered in exchange for a new certificate representing Common Shares on the basis of one (1) new Common Share for every six (6) old Common Shares represented by the above-listed share certificates, in accordance with the Share Consolidation.
No fractional shares will be issued in connection with the Share Consolidation. If, as a result of the Share Consolidation, a shareholder becomes entitled to a fractional share, such fraction will be rounded down to the nearest whole number. Any and all such fractional shares will be aggregated and sold by Computershare Investor Services Inc. on the market, with the proceeds therefrom, after expenses and commissions, being proportionately distributed to registered shareholders.
The undersigned authorizes and directs Computershare Investor Services Inc. to issue the share certificates representing the number of new Common Shares to which the undersigned is entitled as a result of the Share Consolidation, as indicated below, and to mail such certificates to the address indicated below or, if no instructions are given, in the name and to the address of the undersigned as the same appears on the share register maintained by Aeterna Zentaris.
Name (Please Print) | ||||||||||
Address | ||||||||||
City | Province | Postal Code | ||||||||
Telephone (Business Hours) | Social Insurance or Tax Identification Number | |||||||||
Dated: |
|
|
||||
Signature of Shareholder |
INSTRUCTIONS
1. | Use of Letter of Transmittal |
(a) | Each shareholder holding share certificate(s) representing Common Shares must send or deliver this Letter of Transmittal duly completed and signed together with the share certificate(s) described herein to Computershare Investor Services Inc. at one of the offices listed below. |
(b) | The method of delivery to Computershare Investor Services Inc. is at the option and risk of the shareholder, but if mail is used, registered mail is recommended. |
(c) | Share certificate(s) registered in the name of the person by whom (or on whose behalf) this Letter of Transmittal is signed need not be endorsed or accompanied by a share transfer power of attorney other than the Letter of Transmittal itself. |
(d) | Share certificate(s) not so registered must be endorsed by the registered holder thereof or be accompanied by a share transfer power of attorney duly and properly completed by the registered holder, with the signature guaranteed in either case by a Canadian Schedule 1 chartered bank, a member of the Securities Transfer Agent Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada and the United States, members of the Investment Dealers Association of Canada, members of the National Association of Securities Dealers or banks and trust companies in the United States. The signature of the registered holder must correspond in every respect with the name of the registered holder appearing on the face of the share certificate(s). |
(e) | Where the Letter of Transmittal is executed on behalf of a corporation, partnership, trust, foundation or association, or by an agent, executor, administrator, trustee, guardian or any person acting in a representative capacity, the Letter of Transmittal must be accompanied by satisfactory evidence of the representatives authority to act. |
(f) | Aeterna Zentaris reserves the right if it so elects in its absolute discretion to instruct Computershare Investor Services Inc. to waive any defect or irregularity contained in any Letter of Transmittal received by it. |
2. | Lost Share Certificates |
If a share certificate has been lost or destroyed, the Letter of Transmittal must be completed as fully as possible and forwarded to Computershare Investor Services Inc. together with a letter stating the loss. Computershare Investor Services Inc. will contact you to advise of the replacement requirements.
3. | Miscellaneous |
(a) | Additional copies of the Letter of Transmittal may be obtained from Computershare Investor Services Inc. at the offices listed below. |
(b) | Any questions should be directed to Computershare Investor Services Inc. at 1-800-564-6253 or by sending an e-mail to corporateactions@computershare.com . |
4. | Offices of Computershare Investor Services Inc. |
By Mail:
P.O. Box 7021
31 Adelaide Street East
Toronto, Ontario
M5C 3H2
Attention: Corporate Actions
By Registered Mail, Hand or by Courier:
Toronto
100 University Avenue
9 th Floor
Toronto, Ontario
M5J 2Y1
Attention: Corporate Actions
Inquiries:
Toll-Free: 1-800-564-6253 (North America)
Phone: 1-514-982-7555 (Overseas)
E-Mail: corporateactions@computershare.com
Any questions and requests for assistance may be directed by
shareholders to Computershare Investor Services Inc. at the telephone numbers
and locations set out above.