UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT TO
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report: June 16, 2016
(Date of earliest event reported)
ImmuCell
Corporation
(Exact name of registrant as specified in its charter)
| DE | 001-12934 | 01-0382980 | ||
|
(State
or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS
Employer
Identification Number) |
|
56 Evergreen Drive Portland, Maine |
04103 | |
| (Address of principal executive offices) | (Zip Code) |
207-878-2770
(Registrant's telephone number, including area code)
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 obligations 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)) |
Amendment No. 1
This Form 8-K/A is filed as an amendment (Amendment No. 1) to the Current Report on Form 8-K filed by ImmuCell Corporation on June 15, 2016. Amendment No. 1 is being filed to include an exhibit under Item 9.01 that was inadvertently omitted from the Current Report.
| 2 |
Section 5 – Corporate Governance and Management
Item 5.03. Amendment to Articles to Incorporation or Bylaws; Change in Fiscal Year
Item 5.07. Submission of Matters to a Vote of Security Holders
The 2016 Annual Meeting of Stockholders of ImmuCell Corporation (the Company) was held at the Company’s office at 56 Evergreen Drive, Portland, Maine 04103 on Wednesday, June 15, 2016, at 8:00 a.m. Eastern Time, for the following purposes:
| 1. | To elect to one-year terms as Directors of the Company the nominees listed in the Company’s Proxy Statement dated April 28, 2016. |
| 2. | To approve a nonbinding advisory resolution on the Company’s executive compensation program. |
| 3. | To approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 8,000,000 to 10,000,000. |
At the Annual Meeting, there were present in person or by proxy 3,344,963 shares of the Company’s common stock, representing 80% of the total outstanding eligible votes. The final voting results for each proposal are as follows:
| 1. | To elect to one-year terms as Directors of the Company the nominees listed in the Company’s Proxy Statement dated April 28, 2016: |
| For | Withheld | Broker Non-Vote | ||||||||||
| Michael F. Brigham | 2,012,567 | 63,808 | 1,268,588 | |||||||||
| Joseph H. Crabb | 2,013,567 | 62,808 | 1,268,588 | |||||||||
| David S. Cunningham | 1,809,709 | 266,666 | 1,268,588 | |||||||||
| Linda Rhodes | 2,012,862 | 63,513 | 1,268,588 | |||||||||
| Jonathan E. Rothschild | 2,012,919 | 63,456 | 1,268,588 | |||||||||
| David S. Tomsche | 2,011,360 | 65,015 | 1,268,588 | |||||||||
| Paul R. Wainman | 2,012,628 | 63,747 | 1,268,588 | |||||||||
On the basis of this vote, each of the seven nominees were elected to one-year terms as Directors of the Company.
| 2. | To approve a nonbinding advisory resolution on the Company’s executive compensation program: |
| For | Against | Abstain | Broker non-votes | |||||||||||
| 2,007,575 | 57,945 | 10,855 | 1,268,588 | |||||||||||
Approximately, 97% of the shares voting on this item voted in favor. On the basis of this vote, the nonbinding advisory resolution on the Company’s executive compensation plan was approved.
| 3. | To approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 8,000,000 to 10,000,000. |
| For | Against | Abstain | Broker non-votes | |||||||||||
| 2,720,099 | 578,871 | 45,993 | 0 | |||||||||||
Approximately, 65% of the shares outstanding voted in favor of this item. On the basis of this vote, the amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 8,000,000 to 10,000,000 was approved.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| 3.1 | Certificate of Amendment of Certificate of Incorporation of ImmuCell Corporation filed with the Secretary of State of Delaware on June 16, 2016 |
| 3 |
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.
| Dated: June 16, 2016 | IMMUCELL CORPORATION | |
| By: | /s/ Michael F. Brigham | |
|
President,
Chief Executive Officer and
Principal Financial Officer |
||
| 4 |
EXHIBIT INDEX
| Exhibit No. | Description of Exhibit | |
| 3.1 | Certificate of Amendment of Certificate of Incorporation of ImmuCell Corporation, filed with the Secretary of State of Delaware on June 16, 2016 |
5
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
IMMUCELL CORPORATION
IMMUCELL CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That resolutions of the Board of Directors of ImmuCell Corporation were duly adopted setting forth a proposed amendment to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and directing that said amendment be considered at the next annual meeting of the stockholders of said corporation. The resolution setting forth the proposed amendment is as follows:
| RESOLVED : | That this Board of Directors hereby declares it advisable that the Certificate of Incorporation of the Corporation be amended by deleting paragraph FOURTH thereof in its entirety and substituting therefore the following: |
| “ FOURTH. The total number of shares which the corporation shall have authority to issue is 10,000,000 shares of common stock with a par value of $0.10 per share.” |
| and that the foregoing proposed amendment be considered at the next annual meeting of the stockholders of the Corporation. |
SECOND: That thereafter, an annual meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of aforesaid amendment.
THIRD: That said amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, ImmuCell Corporation has caused this Certificate to be signed by Michael F. Brigham, its President and Secretary, this 15 th day of June, 2016.
| IMMUCELL CORPORATION | ||
| By: | /s/ Michael F. Brigham | |
| Michael F. Brigham | ||
| President and Secretary | ||