Current Report Filing (8-k)
July 25 2019 - 4:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 25, 2019
BioDelivery Sciences International, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-31361
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35-2089858
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4131 ParkLake Ave., Suite #225
Raleigh, NC
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27612
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
919-582-9050
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 obligation to
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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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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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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☐
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
symbol(s)
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Name of each exchange
on which registered
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Common stock, par value $0.001
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BDSI
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The Nasdaq capital Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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As noted in Item 5.07 below, on July 25, 2019, the stockholders of BioDelivery Sciences International, Inc. (the Company) approved an
amendment to the Companys Certificate of Incorporation to increase the number of authorized shares of the Companys common stock, par value $0.001 per share (Common Stock), from 125,000,000 shares to 175,000,000 shares. A copy
of the Certificate of Amendment to the Companys Certificate of Incorporation reflecting the foregoing amendment filed with the Secretary of the State of Delaware is attached hereto as Exhibit 3.1.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On July 25, 2019, the Company held its 2019 Annual Meeting of Stockholders (the Annual Meeting). Proxies were solicited
pursuant to the Companys definitive proxy statement filed on June 17, 2019, with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended. The number of shares of common stock, par
value $0.001 per share, of the Company (the Common Stock) entitled to vote at the Annual Meeting was 89,513,533. The number of shares of Common Stock present or represented by valid proxy at the Annual Meeting was 78,073,297, thus
establishing a quorum for the Annual Meeting. All matters submitted to a vote of the Companys stockholders at the Annual Meeting were approved and the director nominees were elected. The voting results reported below are final.
The following is a tabulation of the voting on the proposals presented at the Annual Meeting:
Proposal 1
: To elect five directors to the Board, Peter S. Greenleaf (our current Chairman of the Board), Todd C. Davis (a current director), Herm
Cukier (our current Chief Executive Officer and a director), Mark A. Sirgo (our current Vice Chairman of the Board) and Kevin Kotler (a current director) as directors to the Board of Directors (the Board), each to hold office until the
2020 annual meeting of the Company and until each such directors successor shall have been duly elected and qualified or until his earlier resignation or removal.
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Nominees
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For Nominee
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Withhold Authority for Nominee
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Broker Non-Votes
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Peter S. Greenleaf
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43,856,317
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16,048,286
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18,168,694
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Todd C. Davis
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57,849,996
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2,054,607
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18,168,694
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Herm Cukier
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58,448,724
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1,455,879
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18,168,694
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Mark A. Sirgo
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55,644,702
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4,259,901
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18,168,194
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Kevin Kotler
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55,843,304
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4,061,299
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18,168,194
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Proposal 2
: To ratify the appointment by the Audit Committee of the Board of Cherry Bekaert LLP as the Companys
registered public accounting firm for the fiscal year ending December 31, 2019.
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Shares Voted For
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Shares Against
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Shares Abstaining
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Broker Non-Votes
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75,393,572
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1,515,788
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1,163,937
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Proposal 3
: To approve the Companys 2019 Stock Option and Incentive Plan.
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Shares Voted For
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Shares Against
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Shares Abstaining
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Broker
Non-Votes
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48,385,657
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10,994,113
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524,883
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18,168,194
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Proposal 4
: To conduct
a non-binding advisory
vote on our 2018
executive compensation.
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Shares Voted For
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Shares Against
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Shares Abstaining
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Broker
Non-Votes
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57,005,934
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2,351,764
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546,905
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18,168,194
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Proposal 5
: To conduct
a non-binding advisory
vote
on the frequency of future advisory votes on executive compensation.
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One Year
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Two Years
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Three Years
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Shares Abstaining
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Broker Non-Votes
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26,259,069
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1,500,312
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31,728,825
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416,397
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18,168,694
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Proposal 6
: To approve an amendment to the Charter to increase the number of authorized shares of the Companys
Common Stock from 125,000,000 shares to 175,000,000 shares.
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Shares Voted For
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Shares Against
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Shares Abstaining
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Broker
Non-Votes
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71,189,297
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6,234,352
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649,648
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Based on the foregoing, Peter S. Greenleaf, Todd C. Davis, Herm Cukier, Mark A. Sirgo and Kevin Kotler were elected as
directors each to hold office until the 2020 annual meeting of the Company and until each such directors successor shall have been duly elected and qualified or until his earlier resignation or removal. Cherry Bekaert LLP was ratified as the
Companys registered public accounting firm for the fiscal year ending December 31, 2019. The Companys 2019 Stock Option and Incentive Plan was approved. The Companys 2018 executive compensation was approved. In the Proxy
Statement provided to stockholders, the Board recommended that stockholders vote, on a
non-binding
advisory basis, to hold future
non-binding
advisory votes on the
Companys executive compensation
(say-on-pay
votes) every three years. The stockholders approved, on a
non-binding
advisory basis, to hold future
say-on-pay
votes every three years. After consideration of the voting results and
other factors, on July 25, 2019, the Board has determined that the Company will hold a stockholder vote on executive compensation every three years through 2025, when the next stockholder vote on the frequency of
say-on-pay
votes is required under the Securities Exchange Act of 1934, as amended, or until the Board otherwise determines that a different frequency for such votes is
in the best interests of the Companys stockholders. The amendment to the Companys Charter described in Proposal 6 was approved.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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July 25, 2019
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BIODELIVERY SCIENCES INTERNATIONAL, INC.
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By:
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/s/ Mary Theresa Coelho
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Name:
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Mary Theresa Coelho
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Title:
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Chief Financial Officer and Treasurer
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