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): February 3, 2014
Aradigm Corporation
(Exact Name of Registrant as Specified in its Charter)
| California | 000-28402 | 94-3133088 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
| 3929 Point Eden Way, Hayward, California | 94545 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (510) 265-9000
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 5.03. Amendment to the Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 23, 2013, Aradigm Corporation (the “Corporation”), filed with the Secretary of State of California an amendment (the “Amendment”) to the Corporation’s Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”). The Corporation’s board of directors and shareholders previously approved the Amendment on July 15, 2013. On February 3, 2014, the Corporation filed a Certificate of Correction with the Secretary of State of California to correct an error in the Amendment. The Certificate of Correction replaced the second sentence of the first paragraph of Article III of the Amended and Restated Articles in order to correct the total number of shares the Corporation is authorized to issue as previously approved by the Corporation’s board of directors and shareholders.
The Amendment amends the Amended and Restated Articles to increase the number of authorized shares of the Corporation to 1,006,830,627 shares. The Amendment and the Certificate of Correction are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
|
Exhibit No. |
Description |
|
| 3.1 | Certificate of Correction to the Amendment to the Amended and Restated Articles of Incorporation of Aradigm Corporation, as amended. | |
| 3.2 | Certificate of Amendment to the Amended and Restated Articles of Incorporation of Aradigm Corporation, as amended. | |
SIGNATURE S
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.
| ARADIGM CORPORATION | ||||||
| Date: February 3, 2014 | By: |
/s/ Nancy Pecota |
||||
| Name: Nancy Pecota | ||||||
|
Title: Vice President, Finance and Chief Financial Officer and Corporate Secretary |
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EXHIBIT INDEX
|
Exhibit No. |
Description |
|
| 3.1 | Certificate of Correction to the Amendment to the Amended and Restated Articles of Incorporation of Aradigm Corporation, as amended. | |
| 3.2 | Certificate of Amendment to the Amended and Restated Articles of Incorporation of Aradigm Corporation, as amended. | |
Exhibit 3.1
CERTIFICATE OF CORRECTION TO
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION
OF
ARADIGM CORPORATION
The undersigned certify that:
| 1. | They are the President and the Secretary, respectively, of Aradigm Corporation, a California corporation (the “Corporation”). |
| 2. | A Certificate of Amendment was filed with the Secretary of State of the State of California on August 23, 2013, and this Certificate of Amendment requires correction as follows: |
“The first paragraph of Article III of the Amended and Restated Articles of Incorporation shall be amended to read in full as follows:
This corporation is authorized to issue two classes of stock to be designated, respectively “Common Stock” and “Preferred Stock.” The total number of shares that the corporation is authorized to issue is 1,006,830,627 shares. 1,001,830,627 shares shall be Common Stock. 5,000,000 shares shall be Preferred Stock.”
| 3. | The foregoing amendment of the Amended and Restated Articles of the Incorporation has been duly approved by the Board of Directors of the Corporation. |
| 4. | The foregoing amendment of the Amended and Restated Articles of the Incorporation has been duly approved by the required vote of the shareholders of the Corporation in accordance with Section 902 of the California Corporations Code. The total number of outstanding shares entitled to vote with respect to the following amendment was 251,693,888; and the number of shares voting in favor of the foregoing amendment equaled or exceeded the vote required, such required vote being a majority of the outstanding shares. |
We declare under penalty of perjury under the laws of the State of California that the matters set forth in the foregoing Certificate are true and correct of our own knowledge.
Date: February 3, 2014
| By: |
/s/ Igor Gonda |
|||
| Name: | Igor Gonda | |||
| Title: | President | |||
| By: |
/s/ Nancy Pecota |
|||
| Name: | Nancy Pecota | |||
| Title: | Secretary | |||
Exhibit 3.2
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION
OF
ARADIGM CORPORATION
The undersigned certify that:
| 1. | They are the President and the Secretary, respectively, of Aradigm Corporation, a California corporation (the “Corporation”). |
| 2. | The first paragraph of Article III of the Amended and Restated Articles of Incorporation of the Corporation shall be amended to read in full as follows: |
“This corporation is authorized to issue two classes of stock to be designated, respectively “Common Stock” and “Preferred Stock.” The total number of shares that the corporation is authorized to issue is 706,830,627 shares. 701,830,627 shares shall be Common Stock. 5,000,000 shares shall be Preferred Stock.”
| 3. | The foregoing amendments of the Amended and Restated Articles of Incorporation and Bylaws have been duly approved by the Board of Directors of the Corporation. |
| 4. | The foregoing amendments of the Amended and Restated Articles of Incorporation and Bylaws has been duly approved by the required vote of the shareholders of the Corporation in accordance with Section 902 of the California Corporations Code. The total number of outstanding shares entitled to vote with respect to the foregoing amendment was 251,693,888; and the number of shares voting in favor of the foregoing amendment equaled or exceeded the vote required, such required vote being a majority of the outstanding shares. |
We further declare under penalty of perjury under the laws of the State of California that the matters set forth in the foregoing Certificate are true and correct of our own knowledge.
Date: August 23, 2013
| By: |
/s/ Igor Gonda |
|
|
Name: Igor Gonda |
||
|
Title: President |
||
| By: |
/s/ Nancy Pecota |
|
|
Name: Nancy Pecota |
||
|
Title: Secretary |
||