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): December 8, 2015
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Impax Laboratories , Inc. |
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(Exact name of registrant as specified in its charter) |
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Delaware |
001-34263 |
65-0403311 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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30831 Huntwood Avenue, Hayward, CA |
94544 |
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(Address of principal executive offices) |
(Zip Code) |
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Registrant’s telephone number, including area code: |
(510) 240-6000 |
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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 (see General Instruction A.2. below):
| ☐ | 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) |
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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)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On and effective December 9, 2015, Impax Laboratories, Inc. (the “Company”) amended its Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock, par value $0.01 per share, from 90,000,000 shares to 150,000,000 shares (the “Amendment”). As described below in Item 5.07, the stockholders of the Company approved the Amendment at a Special Meeting of Stockholders of the Company held on December 8, 2015 (the “Special Meeting”). The Amendment became effective upon the filing of the Certificate of Amendment to the Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on December 9, 2015.
The foregoing summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held the Special Meeting on December 8, 2015. The final results of the voting for the matter submitted to a vote of stockholders at the meeting are as follows:
P roposal: Amendment to the Company’s Restated Certificate of Incorporation
The amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock of the Company, par value $0.01 per share, from 90,000,000 shares to 150,000,000 shares was approved.
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
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54,515,573 |
6,890,759 |
175,566 |
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Item 9.01 Financial Statements and Exhibits.
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(d) |
Exhibits. |
The following exhibit is filed herewith.
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Exhibit No. |
Description |
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3.1 |
Certificate of Amendment to the Restated Certificate of Incorporation of Impax Laboratories, Inc. filed on December 9, 2015. |
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.
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Dated: December 9, 2015 |
IMPAX LABORATORIES, INC |
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By: |
/s/ Bryan M. Reasons |
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Name: Bryan M. Reasons |
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Title: Senior Vice President, Finance and Chief Financial Officer |
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EXHIBIT INDEX
Exhibit No.
Description
3.1
Certificate of Amendment to the Restated Certificate of Incorporation of Impax Laboratories, Inc. filed on December 9, 2015.
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF THE
RESTATED CERTIFICATE OF INCORPORATION OF
IMPAX LABORATORIES, INC.
(Under Section 242 of the General Corporation Law of the State of Delaware)
Impax Laboratories, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify as follows:
FIRST. The name of the corporation is Impax Laboratories, Inc.
SECOND . The Certificate of Incorporation of the corporation was originally filed under the name Global Pharmaceutical Corporation with the Secretary of State of the State of Delaware on March 23, 1995 and the Restated Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on August 30, 2004.
THIRD. The board of directors of the corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions to amend Section 1(a) of Article FOURTH of the Restated Certificate of Incorporation so that, as amended, it shall be and read in full as follows:
“Section 1. Authorization. (a) The total number of shares of all classes of stock which the Corporation shall have the authority to issue is One Hundred and Fifty-Two Million (152,000,000) shares consisting of (i) One Hundred and Fifty Million (150,000,000) shares of Common Stock, par value, $0.01 par value per share (the “Common Stock”) and (ii) Two Million (2,000,000) shares designated preferred stock, par value $0.01 par value per share (the “Preferred Stock”).”
FOURTH. This Certificate of Amendment was duly adopted by the stockholders of the corporation in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the corporation has caused this Certificate to be signed by G. Frederick Wilkinson, its President and Chief Executive Officer on the 9th day of December, 2015.
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IMPAX LABORATORIES, INC. |
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By: |
/s/ G. Frederick Wilkinson |
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Name: G. Frederick Wilkinson |
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Title: President and Chief Executive Officer |
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