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): November 21, 2014
Rock Creek Pharmaceuticals, Inc.
(Exact name of registrant as specified
in its charter)
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Delaware |
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000-15324 |
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52-1402131 |
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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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2040 Whitfield Avenue, Suite 300
Sarasota, Florida 34243 |
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| (Address of principal executive offices, including zip code) |
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844-727-0727
(Registrant’s telephone number,
including area code)
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:
| ¨ | 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 5.02. | Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As discussed in Item 5.07 below, at the
annual meeting (the “Annual Meeting”) of stockholders of Rock Creek Pharmaceuticals, Inc. (the “Company”)
held on November 21, 2014, the Company’s stockholders approved an amendment to the Company’s 2008 Incentive Award Plan
(the “Plan”) to increase the number of shares available for issuance from 35,200,000 to 45,200,000 (the
“Amendment”). The Amendment is also described in the Company’s Definitive Proxy Statement filed
with the SEC on October 17, 2014 (the “Proxy Statement”) in the section entitled “Proposal 3: Approval
of an Amendment to the 2008 Incentive Award Plan.” The Amendment to the Plan is attached hereto as Exhibit 10.1 and is incorporated
herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year. |
On November 25, 2014, the Company filed
a Certificate of Amendment to the Tenth Amended and Restated Certificate of Incorporation of the Company with the Secretary of State
of the State of Delaware (the “Certificate of Amendment”). The Certificate of Amendment, formally approved
by the Company’s stockholders on November 21, 2014, as discussed under Item 5.07 below, increases the total number of shares
of the Company’s common stock, par value $0.001 per share (“Common Stock”), that the Company is
authorized to issue from 274,800,000 to 314,800,000 shares. The Certificate of Amendment is also described in the Company’s
Proxy Statement in the section entitled “Proposal 2: Approval of an Amendment to Certificate of Incorporation to Increase
Authorized Shares.” The Certificate of Amendment, which was effective upon filing on November 25, 2014, 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. |
On November 21, 2014, the Company held the
Annual Meeting. The Company previously filed the Proxy Statement and related materials pertaining to the Annual Meeting with the
SEC. On the record date of October 6, 2014, there were 193,172,235 shares of Common Stock outstanding and entitled to vote at the
Annual Meeting.
Proposal 1: Election of Directors
Six nominees for the Board of Directors
were elected to serve for one-year terms. The tabulation of votes was as follows:
| Nominee |
Votes For |
Votes Withheld |
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| Christopher C. Chapman |
52,697,211 |
3,400,455 |
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| Benjamin M. Dent |
52,853,199 |
3,244,467 |
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| Michael John Mullan |
52,390,220 |
3,707,446 |
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| Scott P. Sensenbrenner |
52,551,845 |
3,545,821 |
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| Lee M. Canaan |
53,165,009 |
2,932,657 |
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| Edward J. McDonnell |
53,151,872 |
2,945,794 |
Proposal 2: Approval of an Amendment
to Certificate of Incorporation to Increase Authorized Shares
The Company’s proposal to approve
an amendment to the Company’s Tenth Amended and Restated Certificate of Incorporation to increase the total number of shares
of Common Stock that the Company is authorized to issue from 274,800,000 to 314,800,000 shares, was approved as set forth below:
| For |
Against |
Abstain |
| 126,153,350 |
24,097,983 |
4,593,587 |
Proposal 3: Approval of an Amendment
to the Company’s 2008 Incentive Award Plan
The Company’s proposal to approve
an amendment to the Plan to increase the number of shares available for issuance from 35,200,000 to 45,200,000, was approved as
set forth below:
| For |
Against |
Abstain |
Broker Non-Votes |
| 45,277,785 |
9,939,617 |
880,264 |
98,747,254 |
Proposal 4: Ratification of the Appointment
of Independent Auditor
The appointment of Cherry Bekaert LLP as
the Company’s independent auditor to audit the Company’s 2014 financial statements was ratified as set forth below:
| For |
Against |
Abstain |
| 146,248,647 |
5,151,950 |
3,444,323 |
Proposal 5: Advisory Vote on Executive
Compensation
An advisory resolution on the compensation
of the Company’s named executive officers was ratified as set forth below:
| For |
Against |
Abstain |
Broker Non-Votes |
| 46,933,559 |
7,955,331 |
1,208,776 |
98,747,254 |
| Item 9.01. | Financial Statements and Exhibits. |
| 3.1 | Certificate of Amendment to the Tenth Amended and Restated
Certificate of Incorporation of Rock Creek Pharmaceuticals, Inc., dated November 25, 2014. |
| 10.1 | Amendment to the Third Amended and Restated Rock Creek
Pharmaceuticals, Inc. 2008 Incentive Award Plan. |
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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ROCK CREEK PHARMACEUTICALS, INC. |
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| Date: November 25, 2014 |
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By: |
/s/ Park A. Dodd, III |
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Name: |
Park A. Dodd, III |
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Title: |
Chief Financial Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
TENTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ROCK CREEK PHARMACEUTICALS, INC.
Rock Creek Pharmaceuticals,
Inc. (the “Corporation”), organized and existing under and by virtue of the General Corporation Law of the State
of Delaware (the “DGCL”), hereby certifies as follows:
1. The original name of the Corporation was Eye Technology, Inc. and the original Certificate of Incorporation of the Corporation
was filed with the Secretary of State of the State of Delaware on June 24, 1985, and amended and restated on June 22, 1988, May
19, 1992, September 24, 2001, December 14, 2007, December 7, 2009, December 10, 2010, December 16, 2011, December 14, 2012, December
27, 2013, and June 4, 2014 (as amended, the “Original Certificate”).
2. This Certificate
of Amendment to the Tenth Amended and Restated Certificate of Incorporation of the Corporation (this “Amendment”)
further amends the Original Certificate. The amendment of the Original Certificate herein certified has been duly adopted by the
stockholders of the Corporation and the Board of Directors of the Corporation in accordance with the provisions of Sections 228
and 242 of the DGCL.
3. The Original Certificate
is hereby amended as follows:
| (a) | Article FOURTH is hereby deleted in its entirety and
is replaced with the following: |
“FOURTH:
The total number of shares of stock which the Corporation has the authority to issue is 314,800,000 shares of Common Stock having
a par value of one thousandth of one cent ($0.0001) per share (hereinafter called “Common Stock”) and One Hundred Thousand
(100,000) shares of Preferred Stock having a par value of one thousandth of one cent ($0.0001) per share (hereafter called “Preferred
Stock”), making a total of 314,900,000 shares of stock.
Common Stock.
The shares of authorized Common Stock of the Corporation shall be identical in all respects and shall have equal rights and privileges.
Each share of Common Stock shall entitle the holder thereof to one vote.
Preferred Stock.
The Board of Directors shall have authority to issue the shares of Preferred Stock from time to time on such terms it may determine,
and to divide the Preferred Stock into one or more classes or series and in connection with the creation of any such class or series
to fix by resolution or resolutions providing for the issue of shares thereof, the designation, preferences, powers and relative
participating optional, or other special rights of such class or series, and the qualifications, limitations, or restrictions thereof,
to the full extent now or hereafter permitted by law. A copy of such resolution shall be set forth in a Certificate made, executed,
acknowledged, filed and recorded in the manner required by the laws of the State of Delaware in order to make the same effective.”
4. Except as specifically
set forth herein, the remainder of the Original Certificate will not be amended, modified or otherwise altered.
[signature page follows]
IN WITNESS WHEREOF, the
Corporation has caused this Certificate of Amendment to the Tenth Amended and Restated Certificate of Incorporation to be executed
by the undersigned duly authorized officer of the Corporation this 25th day of November, 2014.
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ROCK CREEK PHARMACEUTICALS, INC. |
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By: |
/s/ Michael
J. Mullan |
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Name: |
Michael
J. Mullan, MBBS (M.D.) Ph.D. |
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Title: |
Chief Executive Officer |
Exhibit 10.1
AMENDMENT TO
THE THIRD AMENDED AND RESTATED
ROCK CREEK PHARMACEUTICALS, INC.
2008 INCENTIVE AWARD PLAN
THIS AMENDMENT TO THE
THIRD AMENDED AND RESTATED ROCK CREEK PHARMACEUTICALS, INC. 2008 INCENTIVE AWARD PLAN (this “Amendment”) is
made and adopted as of November 21, 2014 by Rock Creek Pharmaceuticals, Inc. (f/k/a Star Scientific, Inc.), a Delaware corporation
(the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings
ascribed to them in the Plan (as defined below).
WHEREAS, the Company
maintains the Third Amended and Restated Rock Creek Pharmaceuticals, Inc. 2008 Incentive Award Plan, as amended (the “Plan”);
WHEREAS, pursuant to
Section 14.1 of the Plan, the Plan may be amended by the Committee at any time and from time to time with the approval of the Board
of Directors of the Company, provided that approval by the stockholders of the Company is required for any amendment to
the Plan that increases the number of shares available under the Plan (other than certain adjustments under the Plan); and
WHEREAS, the Company
desires to amend the Plan as set forth herein.
NOW, THEREFORE, BE
IT RESOLVED, that, subject to approval by the stockholders of the Company, the Plan be and hereby is amended as follows:
1.
Section 3.1(a) of the Plan is hereby amended by deleting the number “35,200,000” in clause (i) of such Section
and substituting the number “45,200,000” in lieu thereof.
2.
This Amendment shall be and is hereby incorporated in and forms a part of the Plan.
3.
Except as set forth herein, the Plan shall remain in full force and effect.
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