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EX-3.1 - CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - CAMBRIDGE HEART INCd373783dex31.htm

 

 

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): June 25, 2012

 

 

CAMBRIDGE HEART, INC.

(Exact Name of Registrant as specified in its charter)

 

 

 

Delaware   000-20991   13-3679946

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

100 Ames Pond Drive, Tewksbury, Massachusetts 01876

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (978) 654-7600

Not Applicable

(Registrant’s name or former address, if change 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)

 

¨ 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; Changes in Fiscal Year.

On June 25, 2012, the stockholders of Cambridge Heart, Inc. (the “Company”) approved an amendment to Article Fourth of the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of shares of Common Stock authorized for issuance from 250,000,000 to 500,000,000.

The complete text of the Certificate of Amendment is hereto as Exhibit 3.1.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

The following provides a summary of votes cast for the proposals on which the stockholders of the Company voted at the annual meeting of stockholders held on June 25, 2012 (the “Annual Meeting”):

Proposal 1. The election of five directors to serve terms until the next annual meeting of stockholders and the election of their successors.

 

Director Nominee

   For      Withheld      Broker Non-Votes  

Roderick de Greef

     49,458,298         2,474,080         45,064,734   

Ali Haghighi-Mood

     49,239,256         2,693,122         45,064,734   

John McGuire

     49,706,423         2,225,955         45,064,734   

Paul McCormick

     49,708,623         2,223,755         45,064,734   

Jeffrey Wiggins

     49,558,523         2,373,855         45,064,734   

Proposal 2. The approval of an amendment to the Certificate of Incorporation increasing the number of shares of Common Stock authorized for issuance from 250,000,000 to 500,000,000.

 

For    Against    Abstain    Broker Non-Votes
84,331,901    11,372,751    1,292,457    0

Proposal 3. The ratification of the appointment of McGladrey LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.

 

For    Against    Abstain    Broker Non-Votes
89,035,607    2,636,791    5,324,711    0

Item 8.01. Other Events.

As of June 25, 2012, 100,112,960 shares of the Company’s common stock were outstanding. On an as-converted basis, the Company has 124,659,416 shares of common stock issued and outstanding, including 100,112,960 shares of common stock issued, 4,180,602 shares issuable upon conversion of the Series C-1 Convertible Preferred Stock and 20,365,854 shares issuable upon conversion of the Series D Convertible Preferred Stock.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

  3.1 Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant dated June 27, 2012.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

CAMBRIDGE HEART, INC.
By:  

/s/ Vincenzo LiCausi

  Vincenzo LiCausi
  Chief Financial Officer

Date: June 27, 2012