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): | July 8, 2009 |
EpiCept Corporation
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(Exact name of registrant as specified in its charter)
| Delaware | 000-51290 | 52-1841431 |
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(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 777 Old Saw Mill River Rd., Tarrytown, New York | 10591 | |
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(Address of principal executive offices) |
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(Zip Code) |
| Registrant’s telephone number, including area code: | 914-606-3500 |
Not Applicable
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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 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 2, 2009, the stockholders of EpiCept Corporation (the "Company") approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s Common Stock from 180,000,000 shares (consisting of (i) 175,000,000 shares of common stock of the Company, par value $0.0001 per share, and (ii) 5,000,000 shares of preferred stock of the Company, par value $0.0001 per share) to 230,000,000 shares (consisting of (i) 225,000,000 shares of common stock of the Company, par value $0.0001 per share, and (ii) 5,000,000 shares of preferred stock of the Company, par value $0.0001 per share). The increase in authorized shares was effected pursuant to a Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation (the "Certificate of Amendment"), filed with the Secretary of State of the State of Delaware on, and effective as of, July 8, 2009. A copy of the Certificate of Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.1 Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on July 8, 2009.
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.
| EpiCept Corporation | ||||
| July 9, 2009 | By: |
/s/ Robert W. Cook
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| Name: Robert W. Cook | ||||
| Title: Chief Financial Officer | ||||
Exhibit Index
Exhibit No.
Description
Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on July 8, 2009.
CERTIFICATE OF AMENDMENT
OF
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
EPICEPT CORPORATION
EpiCept 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 the Board of Directors of EpiCept Corporation duly adopted a resolution setting forth a proposed amendment of the Third Amended and Restated Certificate of Incorporation of said Corporation to increase the authorized capital stock of the Corporation from 180,000,000 shares (consisting of (i) 175,000,000 shares of common stock of the Corporation, par value $0.0001 per share, and (ii) 5,000,000 shares of preferred stock of the Corporation, par value $0.0001 per share) to 230,000,000 shares (consisting of (i) 225,000,000 shares of common stock of the Corporation, par value $0.0001 per share, and (ii) 5,000,000 shares of preferred stock of the Corporation, par value $0.0001 per share), declaring said amendment to be advisable and calling for submission of said resolution to a vote of the stockholders of said Corporation;
SECOND : That thereafter, at a meeting duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, the stockholders of the Corporation duly voted a majority of the outstanding stock of the Corporation entitled to vote thereon in favor of adoption of said amendment; and
THIRD : That said amendment being duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware, the Third Amended and Restated Certificate of Incorporation of EpiCept Corporation is hereby amended as follows:
The first paragraph of ARTICLE FOURTH, under the heading
A. AUTHORIZED SHARES , is hereby deleted and replaced by the following:
“The total number of shares of capital stock which the Corporation has authority to issue is 230,000,000, consisting of (i) 225,000,000 shares of common stock of the Corporation, par value $0.0001 per share (the “ Common Stock ”), and (ii) 5,000,000 shares of preferred stock of the Corporation, par value $0.0001 per share (the “ Preferred Stock ”).”
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IN WITNESS WHEREOF , said Corporation has caused this Certificate of Amendment to be signed this 6 th day of July, 2009.
By:
Authorized Officer
Name: Robert W. Cook
Title: Chief Financial Officer
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