Attached files
file | filename |
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EX-3.1 - URBAN AG. CORP | v206581_ex3-1.htm |
EX-99.1 - URBAN AG. CORP | v206581_ex99-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 20, 2010
AQUAMER
MEDICAL CORP.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
000-52327
|
80-0664054
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
8
Algonquian Drive
Natick,
MA
|
01760
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
508
647 0041
(Registrant’s
Telephone Number, Including Area Code)
(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):
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
1
Item
5.03.
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
|
As more fully described in the
Company's Definitive Proxy Statement filed December 9, 2010, on December 20,
2010, Aquamer Medical Corp. (the “Company”) held a special meeting of its
shareholders. At the meeting, a majority of the
shareholders present in person or by proxy approved changing the
Company’s name to “Urban Ag. Corp.”, effecting a reverse stock split
of the Company’s outstanding common stock at an exchange ratio of
one-for-eighty-seven (1:87) and reducing the number of the Company’s authorized
shares of common stock from 200,000,000 shares to 15,000,000
shares. A copy of the Certificate of Amendment to the Company’s
Certificate of Incorporation is attached hereto as
Exhibit 3.1
Item
5.07.
|
Submission
of Matters to a Vote of Security
Holders.
|
As more fully described in the
Company's Definitive Proxy Statement filed December 9, 2010, on December 20,
2010, Aquamer Medical Corp. (the “Company”) held a special meeting of its
shareholders. At the meeting, a majority of the Company’s
shareholders present in person or by proxy approved:
(i) changing the Company’s name to
“Urban Ag. Corp.” with 96,032,401 shares voting for, 0 shares voting against,
and 21,620 shares abstaining;
(ii) effecting a reverse stock split of
the Company’s outstanding common stock at an exchange ratio of
one-for-eighty-seven (1:87), with 96,032,361 shares voting for, 21,660 shares
voting against, and 0 shares abstaining;
(iii) reducing the number of the
Company’s authorized shares of common stock from 200,000,000 shares to
15,000,000 shares, with 96,032,361 shares voting for, 21,660 shares
voting against, and 0 shares abstaining;
(iv) the adoption of the Company’s 2010
Long-Term Incentive Plan, with 96,054,021 shares voting for, 0 shares voting
against, and 0 shares abstaining; and
(v) the appointment of Miller Wachman
LLP of Boston, Massachusetts, a registered public accounting firm, as its
independent auditors for the fiscal year ending December 31, 2010, with
96,054,021 shares voting for, 0 shares voting against, and 0 shares
abstaining.
Item
8.01
|
Other
Events.
|
On December 27, the Company issued a
press release announcing the results of the Special Meeting described in Item
5.07. A copy of the
press release is attached hereto as Exhibit 99.1.
Item
9.01.
|
Financial
Statements and Exhibits.
|
(d)
|
Exhibits
|
Exhibit
Number |
Description
|
3.1
|
Certificate
of Amendment to Certificate of Incorporation
|
10.1
|
2010
Long-Term Incentive Plan (1)
|
99.1
|
Press
Release of Aquamer Medical Corp., dated December 27,
2010
|
_______________
(1)
Incorporated by reference from the Company’s Definitive Proxy Statement,
filed December 9, 2010
2
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.
AQUAMER
MEDICAL CORP.
|
|||
Date:
December 27, 2010
|
|||
By:
|
/s/
Edwin A. Reilly
|
||
Name:
Edwin A. Reilly
Title:
Chief Executive Officer
|
3
EXHIBIT
INDEX
Exhibit
Number |
Description
|
3.1
|
Certificate
of Amendment to Certificate of Incorporation
|
10.1
|
2010
Long-Term Incentive Plan (1)
|
99.1
|
Press
Release of Aquamer Medical Corp., dated December 27,
2010
|
_______________
(1)
Incorporated by reference from the Company’s Definitive Proxy Statement,
filed December 9, 2010
4