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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: June 16, 2014
(Date of earliest event reported)
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ImmuCell Corporation
(Exact name of registrant as specified in its charter)
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DE
(State or other jurisdiction
of incorporation)
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001-12934
(Commission File Number)
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01-0382980
(IRS Employer
Identification Number)
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56 Evergreen Drive
Portland, Maine
(Address of principal executive offices)
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04103
(Zip Code)
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207-878-2770
(Registrant's telephone number, including area code)
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Not Applicable
(Former Name or Former Address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.03 Material Modification To Rights Of Security Holders
On September 5, 1995, the Board of Directors of the ImmuCell Corporation (the “Company”) adopted a Common Stock Rights Plan, the terms of which were set forth in a Rights Agreement between the Company and American Stock Transfer & Trust Co., as Rights Agent. Pursuant to the Rights Agreement, the Company has issued certain Rights to all holders of its Common Stock. Under the original terms of the Rights Agreement, the Rights were to expire on the earlier to occur of the Redemption Date (as defined) or the Final Expiration Date (defined to be September 19, 2005).
On June 8, 2005, the Board voted to authorize an amendment of the Rights Agreement to extend the Final Expiration Date by an additional three years to September 19, 2008. As of June 30, 2005, the Company and the Rights Agent entered into an Amendment to the Rights Agreement, reflecting such extension. No other changes were made to the terms of the Rights at that time.
On June 6, 2008, the Board voted to authorize an amendment of the Rights Agreement to extend the Final Expiration Date by an additional three years to September 19, 2011 and to increase the ownership threshold for determining “Acquiring Person” status from 15% to 18%. As of June 30, 2008, the Company and the Rights Agent entered into an Amendment to the Rights Agreement, reflecting such extension and threshold increase. No other changes were made to the terms of the Rights at that time.
On August 5, 2011, the Board voted to authorize an amendment of the Rights Agreement to extend the Final Expiration Date by an additional three years to September 19, 2014 and to increase the ownership threshold for determining “Acquiring Person” status from 18% to 20%. As of August 9, 2011, the Company and the Rights Agent entered into an amendment to the Rights Agreement, reflecting such extension and threshold increase. No other changes were made to the terms of the Rights at that time.
On June 11, 2014, the Board voted to authorize an amendment of the Rights Agreement to extend the Final Expiration Date by an additional three years to September 19, 2017. As of June 16, 2014, the Company and the Rights Agent entered into an amendment to the Rights Agreement, reflecting such extension. No other changes were made to the terms of the Rights.
Item 9.01 Financial Statements And Exhibits
(d) Exhibits
4.1D Fourth Amendment to Rights Agreement, dated as of June 16, 2014, between the Company and American Stock Transfer & Trust Co., as Rights Agent.
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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 hereunto duly authorized.
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Dated: June 17, 2014
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IMMUCELL CORPORATION
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By:
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/s/ Michael F Brigham
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Michael F. Brigham
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President, Chief Executive Officer
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and Principal Financial Officer
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EXHIBIT 4.1D
AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT is entered into as of June 16, 2014, between IMMUCELL CORPORATION, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Co., a New York corporation, as Rights Agent (the “Rights Agent”).
WHEREAS, the Company and the Rights Agent are parties to (i) a Rights Agreement dated as of September 5, 1995, providing for the issuance of certain common stock purchase rights (the “Rights”) to holders of the Company’s outstanding Common Stock, (ii) an Amendment to the Rights Agreement, dated as of June 30, 2005, (iii) a second Amendment to Rights Agreement, dated as of June 30, 2008 and (iv) a third Amendment to the Rights Agreement dated as of August 9, 2011 (collectively, the “Rights Agreement”).
WHEREAS, under Section 7(a) of the Rights Agreement, the Rights terminate on or before the Final Expiration Date, defined in Section 1(a) of the Rights Agreement to be September 19, 2014; and
WHEREAS, the Company’s Board of Directors has determined that extending the Final Expiration Date for the Rights is in the best interest of the Company;
NOW, THEREFORE, in consideration of the mutual benefits arising herefrom, the parties hereto agree as follows:
1. FINAL EXPIRATION DATE. Section 1(i) of the Rights Agreement is hereby amended to read in its entirety as follows:
(i) “Final Expiration Date” shall mean the Close of Business on September 19, 2017.
2. OTHER PROVISIONS. The “Summary of Rights to Purchase Common Stock” (attached to the Rights Agreement as Exhibit B thereto) shall likewise be deemed amended to reflect the change under Section 1 above. In all other respects, the terms and provisions of the Rights Agreement are hereby confirmed and shall remain in full force and effect, subject to the changes stated herein.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, all as of the date first above written.
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Attest:
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IMMUCELL CORPORATION
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/s/Elizabeth S. Toothaker
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/s/Michael F. Brigham
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Elizabeth S. Toothaker
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By:
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Michael F. Brigham
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Director of Finance and Administration
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President and Chief Executive Officer
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Attest:
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AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
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/s/Carlos Pinto
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/s/Paula Caroppoli
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Carlos Pinto
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By:
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Paula Caroppoli
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Senior Vice President
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Senior Vice President
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Director, Relationship Management
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