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):
December 16, 2014 (December 15, 2014)
QLT Inc.
(Exact Name of Registrant as specified in its charter)
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British Columbia, Canada |
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000-17082 |
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N/A |
(State or Other Jurisdiction
of Incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
887 Great Northern Way, Suite 250, Vancouver, B.C.
Canada, V5T 4T5
(Address
of principal executive offices)
Registrants telephone number, including area code: (604) 707-7000
Not Applicable
(Registrants 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):
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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) |
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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 5.07. |
Submission of Matters to a Vote of Security Holders |
On
December 15, 2014, QLT Inc. (QLT or the Company) held its Annual General Meeting of shareholders in Vancouver, British Columbia (the AGM). At the AGM, QLT shareholders voted to elect directors. Each of the
six nominees to the Board of Directors identified and described in QLTs proxy statement, filed with the Securities and Exchange Commission (the SEC) on November 19, 2014 (the Proxy), was elected at the AGM, to hold
office until the Companys next annual meeting of shareholders or until his or her successor is duly elected, unless he or she resigns earlier. The vote on the resolution to elect six directors is set forth below, and each of the directors was
declared elected:
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NUMBER OF SHARES |
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DIRECTORS NOMINATED |
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FOR |
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AGAINST |
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WITHHELD |
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NON VOTE |
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Jason M. Aryeh |
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19,863,451 |
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0 |
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254,321 |
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4,702,101 |
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Dr. Geoffrey F. Cox PhD |
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19,986,585 |
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0 |
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131,187 |
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4,702,101 |
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Dr. John W. Kozarich PhD |
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19,993,991 |
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0 |
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123,781 |
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4,702,101 |
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Jeffrey A. Meckler |
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19,854,035 |
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0 |
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263,737 |
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4,702,101 |
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Dr. Stephen L. Sabba MD |
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19,998,081 |
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0 |
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119,691 |
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4,702,101 |
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John C. Thomas Jr. |
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19,864,082 |
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0 |
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253,690 |
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4,702,101 |
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At the AGM, the shareholders also ratified and approved QLTs Amended and Restated
Advance Notice Policy, as described in the Proxy and as attached as Exhibit A to the Proxy. The vote on the resolution is set forth below, and the resolution was declared passed:
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FOR |
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AGAINST |
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WITHHELD |
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NON VOTE |
19,975,777 |
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130,903 |
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11,092 |
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4,702,101 |
Additionally, at the AGM, the shareholders approved the proposal to appoint Deloitte LLP as
the Companys independent auditors for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors. The vote on the resolution is set forth below, and the resolution was declared passed:
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FOR |
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AGAINST |
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WITHHELD |
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NON VOTE |
24,378,560 |
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0 |
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441,313 |
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0 |
2
At the AGM, the shareholders also approved, on an advisory basis, the
compensation of the Companys named executive officers, as disclosed in the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in the Proxy. The vote on the resolution is set forth below, and the
resolution was declared passed:
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FOR |
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AGAINST |
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WITHHELD |
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NON VOTE |
19,375,718 |
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719,872 |
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22,182 |
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4,702,101 |
On December 16, 2014, QLT Inc. issued a press
release announcing certain results from its AGM. In the press release, the Company also announced that, following the termination of the Agreement and Plan of Merger with Auxilium Pharmaceuticals, Inc. in October 2014, the Company continues its
review of strategic and business options. The Company has engaged Greenhill & Co. to act as advisor to the Company in connection with developing, and advising the Company with respect to, various strategic and business alternatives for
QLT. Strategic and business alternatives that the Company may consider include, but are not limited to, asset divestiture, partnering or other collaboration agreements, merger, reverse merger, reorganization or similar transactions, potential
acquisitions, or recapitalizations, in addition to continuing to operate the Company in the ordinary course of business and developing its synthetic retinoid program.
A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by
reference. Such information shall not be deemed filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or
after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. |
Financial Statements and Exhibits. |
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Number |
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Description |
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99.1 |
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Press Release dated December 16, 2014 |
3
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.
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QLT INC. |
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By: |
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/s/ Sukhi Jagpal |
Name: |
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Sukhi Jagpal |
Title: |
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Chief Financial Officer |
Date: December 16, 2014
4
Exhibit 99.1
News release
QLT ANNOUNCES RESULTS OF
ANNUAL GENERAL MEETING OF
SHAREHOLDERS
Provides Update on Strategic and Business Review
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For Immediate Release |
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December 16, 2014 |
VANCOUVER, British Columbia (GLOBE NEWSWIRE) QLT Inc. (Nasdaq:QLTI) (TSX:QLT) (QLT or the
Company) is pleased to announce that, on a vote by ballot, the six incumbent directors of the Company were re-elected at the Companys annual general meeting held on December 15, 2014 (the Meeting).
Detailed results of the vote for the election of directors are as follows:
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Nominee |
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Votes For |
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% |
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Votes Withheld |
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% |
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Jason M. Aryeh |
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19,863,451 |
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98.74 |
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254,321 |
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1.26 |
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Dr. Geoffrey F. Cox, Ph.D |
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19,986,585 |
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99.35 |
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131,187 |
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0.65 |
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Dr. John W. Kozarich, Ph.D |
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19,993,991 |
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99.38 |
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123,781 |
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0.62 |
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Jeffrey A. Meckler |
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19,854,035 |
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98.69 |
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263,737 |
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1.31 |
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Dr. Stephen L. Sabba, M.D. |
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19,998,081 |
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99.41 |
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119,691 |
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0.59 |
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John C. Thomas, Jr. |
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19,864,082 |
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98.74 |
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253,690 |
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1.26 |
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Shareholders at the Meeting also approved the Companys Amended and Restated Advance Notice Policy.
Final voting results on all matters voted on at the Meeting will be filed on SEDAR at www.sedar.com and EDGAR at www.edgar.com.
Strategic and Business Review Update
The
Company also announces that, following the termination of the Agreement and Plan of Merger with Auxilium Pharmaceuticals, Inc. in October 2014, the Company continues its review of strategic and business options. The Company has engaged
Greenhill & Co. to act as advisor to the Company in connection with developing, and advising the Company with respect to, various strategic and business alternatives for the Company. Strategic and business alternatives that the Company may
consider include, but are not limited to, asset divestiture, partnering or other collaboration agreements, merger, reverse merger, reorganization or similar transactions, potential acquisitions, or recapitalizations, in addition to continuing to
operate the Company in the ordinary course of business and developing its synthetic retinoid program.
Page 1 of 2
About QLT
QLT is a biotechnology company dedicated to the development and commercialization of innovative ocular products that address the unmet medical
needs of patients and clinicians worldwide. We are focused on developing our synthetic retinoid program for the treatment of certain inherited retinal diseases.
QLTs head office is based in Vancouver, Canada and the Company is publicly traded on NASDAQ Stock Market (symbol: QLTI) and the Toronto
Stock Exchange (symbol: QLT). For more information about the Companys products and developments, please visit our web site at www.qltinc.com.
QLT Inc. Contacts:
Investor & Media
Relations
Andrea Rabney or David Pitts
Argot Partners
212-600-1902
andrea@argotpartners.com
david@argotpartners.com
Certain statements in
this press release may constitute forward-looking statements of QLT within the meaning of the Private Securities Litigation Reform Act of 1995 and constitute forward-looking information within the meaning of applicable
Canadian securities laws. Forward-looking statements include, but are not limited to: statements which contain language such as: assuming, prospects, goal, future projects,
potential, could, may, believes, expects, hopes and outlook. Forward-looking statements are predictions only which involve known and unknown risks, uncertainties and
other factors that may cause actual results to be materially different from those expressed in such statements. Many such risks, uncertainties and other factors are taken into account as part of our assumptions underlying these forward-looking
statements and include, among others, the following risks, uncertainties and other factors: the effect that QLTs announcements and actions will have on the market price of our securities; the risk that QLT does not pursue any strategic
transaction or business alternative, or that any such transaction or business alterative that is pursued is unsuccessful; QLTs development plans, timing and results of the clinical development of our synthetic retinoid program; the risk that
our assumptions related to continued enrollment trends, efforts and success, and the associated costs of our synthetic retinoid program will prove incorrect; the risk that outcomes for our clinical trials may not be favorable or may be less
favorable than interim/preliminary results disclosed and/or previous trials; the possibility that interpretations of data produced by one or more of our clinical trials will vary; the timing, expense and uncertainty associated with the regulatory
approval process for products to advance through development stages; risks and uncertainties associated with the safety and effectiveness of our synthetic retinoid program; risks and uncertainties related to the scope, validity, and enforceability
of our intellectual property rights and the impact of patents and other intellectual property of third parties; the Companys future operating results, which are uncertain and likely to fluctuate; currency fluctuations; and general economic
conditions and other factors described in detail in QLTs Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the U.S. Securities and Exchange Commission and Canadian securities regulatory
authorities. Forward-looking statements are based on the current expectations of QLT and QLT does not assume any obligation to update such information to reflect later events or developments except as required by law.
Page 2 of 2
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