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): April 9, 2015
GI DYNAMICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-55195 | 84-1621425 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
25 Hartwell Avenue
Lexington, MA 02421
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (781) 357-3300
(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 8.01 | Other Events. |
On April 9, 2015 (the “Effective Date”), GI Dynamics, Inc. (“GI Dynamics” or the “Company”) filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, to effect a one-for-ten reverse stock split of its common stock.
As previously disclosed on a Current Report on Form 8-K filed on November 12, 2014, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of its common stock, at a ratio of one-for-ten (1:10).
As a result of the reverse stock split, every ten shares of the Company’s pre-reverse split common stock will be combined and reclassified into one share of its common stock. No fractional shares will be issued in connection with the reverse stock split. Stockholders who otherwise would be entitled to receive a fractional share in connection with the reverse stock split will receive a cash payment in lieu thereof. The CHESS Depositary Interests (“CDIs”) in respect of the Company’s shares of common stock will not be consolidated, and therefore holders of the Company’s CDIs will hold the same number of CDIs following the reverse stock split. Each CDI will represent an interest in one-fiftieth of a share of common stock following the reverse stock split. The par value and other terms of the common stock were not affected by the reverse stock split.
Options and restricted stock units (“RSUs”) will be consolidated in the same ratio as the common stock such that holders will receive one option or RSU for every ten options or RSUs (as applicable) held on the Effective Date, rounded down to the nearest whole option or RSU and will not be entitled to a cash payment in respect of any fractional option or RSU. The number of shares of common stock issuable upon exercise of each warrant will be divided by ten and rounded down to the nearest whole share and warrant holders will not be entitled to a cash payment in respect of any fractional share of common stock issuable upon exercise of the warrant. The exercise price for the options and warrants will be multiplied by ten.
The Company’s transfer agent, American Stock Transfer & Trust Company, is acting as exchange agent for the reverse stock split and will issue one post-split share of common stock for every ten pre-split shares of common stock within two business days of the Effective Date.
A copy of the Certificate of Amendment to the Company’s Restated Certificate of Incorporation is being filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
See Exhibit Index attached hereto, which is incorporated by reference herein.
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.
| GI DYNAMICS, INC. | ||||
| Dated: April 9, 2015 |
/s/ Robert Solomon |
|||
| Robert Solomon | ||||
| Vice President, Finance | ||||
EXHIBIT INDEX
|
Exhibit No. |
Description |
|
| 3.1 | Certificate of Amendment to the Restated Certificate of Incorporation of GI Dynamics, Inc. | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION
OF GI DYNAMICS, INC.
It is hereby certified that:
1. The Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 24, 2003. A Restated Certificate of Incorporation was filed on September 1, 2011.
2. The Restated Certificate of Incorporation filed on September 1, 2011, is hereby amended to change the capitalization of the Corporation by striking out the first paragraph of the section titled “Designation and Number of Shares” of Article IV in its entirety and by substituting in lieu of the following two paragraphs:
“The total number of shares of all classes of stock which the Corporation shall have the authority to issue is fourteen million five hundred thousand (14,500,000) shares, consisting of thirteen million (13,000,000) shares of common stock, par value $0.01 per share (the “Common Stock”), one million (1,000,000) shares of Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”) and five hundred thousand (500,000) shares of preferred stock, par value $0.01 per share (the “Preferred Stock”).
Upon the effectiveness of the Certificate of Amendment to the Restated Certificate of Incorporation, to effect a plan of recapitalization of the Common Stock by effecting a 1-for-10 stock split with respect to the issued and outstanding shares of the Common Stock (the “Stock Split”), without any change in the powers, preferences and rights or qualifications, limitations or restrictions thereof, such that, without further action of any kind on the part of the Corporation or its stockholders, every ten (10) shares of Common Stock outstanding or held by the Corporation in its treasury on the date of the filing of the Certificate of Amendment (the “Effective Date”) shall be changed and reclassified into one (1) share of Common Stock, $0.01 par value per share, which shares shall be fully paid and nonassessable shares of Common Stock. There shall be no fractional shares issued. A holder of record of Common Stock on the Effective Date who would otherwise be entitled to a fraction of a share shall, in lieu thereof, be entitled to receive a cash payment in an amount equal to the fraction of a share of common stock to which the stockholder would otherwise be entitled multiplied by the closing price of the CDIs, as reported on the Australian Securities Exchange and converted into U.S. Dollars at the exchange rate reported by the Reserve Bank of Australia, on the last trading day prior to the Effective Date (or if such price is not available, the average of the last bid and asked prices of the CDIs on such day or other price determined by the Corporation’s board of directors and if such exchange rate is not available, an exchange rate determined by the Corporation’s board of directors) multiplied by the number of CDIs that represent one whole share of Common Stock.”
3. The Amendment of the Restated Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
EXECUTED , this 9 th day of April 2015.
| GI Dynamics, Inc. | ||
| By: |
/s/ Michael Dale |
|
| Michael Dale | ||
| Chief Executive Officer and President | ||