UNITED STATES
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): May 9, 2016
UNILIFE CORPORATION
(Exact name of Registrant as Specified in Charter)
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Delaware |
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001-34540 |
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27-1049354 |
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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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250 Cross Farm Lane, York, Pennsylvania |
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17406 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (717) 384-3400
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 of 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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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 5.07. Submission of Matters to a Vote of Security Holders.
Unilife Corporation (the “Company”) held a Special Meeting of Stockholders (the “2016 Special Meeting”) on May 9, 2016. At the 2016 Special Meeting, the following proposal was submitted by the Company’s Board of Directors (the “Board”) to a vote of the Company’s stockholders and the final results of the voting on the proposal are noted below.
Proposal No. 1 — To approve an amendment to the Company’s Certificate of Incorporation effecting a reverse stock split with respect to the Company’s issued and outstanding shares of common stock, par value $0.01 per share (“Common Stock”), that will reduce the number of shares of outstanding Common Stock in accordance with a ratio to be determined by the Company’s Board of Directors within a range of one share of Common Stock for every three to ten shares of Common Stock (or any whole number in between) currently outstanding.
The amendment to the Company’s Certificate of Incorporation effecting a reverse stock split was approved and the votes were cast as follows:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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87,830,391 |
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15,364,872 |
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363,014 |
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On May 9, 2016, following the 2016 Special Meeting, the Board determined to effect the reverse stock split on Friday, May 13, 2016, effective at 3:01a.m. Eastern Daylight Time (5:01 p.m. Australian Eastern Standard Time on May 13, 2016), at a ratio of one share of Common Stock for every ten shares of Common Stock outstanding. As a result, the number of shares of Common Stock outstanding will be reduced from approximately 169,441,797 to approximately 16,944,180 concurrent with the effectiveness of the reverse stock split.
Forward-Looking Statements
This report contains forward-looking statements. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to our management. Our management believes that these forward-looking statements are reasonable as and when made. However, you should not place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. We do not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results, events and developments to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in the “Risk Factors” set forth in the prospectus supplement, dated February 22, 2016, in “Item 1A. Risk Factors” and elsewhere in our Annual Report on Form 10-K, those described from time to time in other reports which we file with the Securities and Exchange Commission, and the following additional risks: that the Board may determine not to effectuate the reverse stock split as currently planned.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Unilife Corporation
Date: May 10, 2016By: /s/ John Ryan Name: John Ryan
Title: Interim President and Chief Executive Officer, Senior Vice President, General Counsel and Secretary