Isolagen Inc - Current report filing (8-K)
November 09 2007 - 9:34AM
Edgar (US Regulatory)
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 AND EXCHANGE ACT OF
1934
NOVEMBER 5, 2007
Date of Report
(date of Earliest Event Reported)
ISOLAGEN, INC.
(Exact Name of
Registrant as Specified in its Charter)
DELAWARE
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001-31564
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87-0458888
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File No.)
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(I.R.S. Employer Identification No.)
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405
EAGLEVIEW BLVD., EXTON, PA 19341
(Address of
principal executive offices and zip code)
(484) 713-6000
(Registrants
telephone number, including area code)
NOT APPLICABLE
(Former name
or former address, if changed from 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-14(c)).
Item 5.02
Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On November 5, 2007, Mr. Nicholas L. Teti was
appointed to the position of President of Isolagen, Inc. (the Company). Mr.
Teti has served as Isolagens Chairman of the Board and Chief Executive Officer
since June 2006. Mr. Teti served as President, Chief Executive Officer and a
director of Inamed Corp. from July 2001 until March 2006. He has over 25 years
of management, operations and marketing experience in the pharmaceuticals
industry. From November 1999 until December 2000, Mr. Teti was President, Chief
Executive Officer and Chief Operating Officer of DuPont Pharmaceuticals
Company. He spent 25 years at DuPont and DuPont Merck, which included a number
of senior management positions. Several of these assignments were in leadership
roles of DuPonts global pharmaceuticals business units. From January 2001
until June 2001, he was President and Director of Yamanouchi USA, Inc., a
division of Yamanouchi Pharmaceuticals Co., where he was responsible for
establishing its U.S. business. Since March 2007, Mr. Teti has served as a
director of LNR Enterprises, Inc. Since May 2007, Mr. Teti has served as a
director of Enteromedics, Inc. Since August 2007, Mr. Teti has served as a
director of ZARS Pharma, Inc. Mr. Teti holds an M.B.A. in Health Care
Administration and a B.A. in Economics from St. Josephs University.
Item 5.03
Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
(a)
Amendment to Bylaws
On November 5, 2007, the Board of Directors of the Company amended and
restated the Companys Bylaws (the Bylaws). The amendments to the Bylaws are
set forth in Article VI, Capital Stock.
Article VI of the Bylaws was amended to permit the Company to issue
uncertificated securities to be recorded and maintained on the books of its
transfer agent without the issuance of a physical stock certificate. The
amendments to the Bylaws were made to assure compliance with a continued
listing requirement, recently adopted by
The American Stock Exchange (AMEX) and discussed below, that mandates that
all listed securities be Direct Registration System (DRS) eligible.
The AMEX has adopted changes to its continued listing requirements that
require that all listed securities must be DRS eligible by January 1, 2008. To
be eligible for DRS, issuers (i) are required to use a transfer agent that
meets the Depository Trust Companys (DTC) requirements for direct registered
securities and (ii) are required to allow securities to be recorded and
maintained on the books of the transfer agent or issuer without the issuance of
a physical stock certificate. The Company believes that its transfer agent
satisfies the DTC requirements for direct registered securities. The changes to
the Bylaws discussed above will enable the Company to allow securities issued
by it to be recorded and maintained on its books and the books of its transfer
agent without the issuance of a physical stock certificate, in compliance with
the AMEX requirements.
A copy of the Companys Bylaws reflecting the amendments adopted by the
Board on November 5, 2007 is attached hereto as Exhibit 3.1.
(b)
Not applicable.
Item 8.01
Other Events
On November 5, 2007, the Company held its 2007 Annual Meeting of
Stockholders at the Companys offices in Exton, Pennsylvania. Dr. Kenneth A.
Selzer, Mr. Steven Morrell, and Mr. Marshall G. Webb were elected as directors
by the Companys stockholders at the meeting to serve until the 2010 annual
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meeting of stockholders or until their respective successors have been
duly elected and qualified. The Companys stockholders ratified the appointment
of BDO Seidman, LLP as the Companys auditors for the year ending December 31,
2007.
The results of the vote were as follows:
1.
To ratify the appointment of BDO Seidman, LLP
as the Companys auditors for the year ending December 31, 2007.
Shares voted FOR / AGAINST / ABSTAINING:
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33,120,713 / 136,638 / 54,576
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2.
To elect three directors to hold office until
the Companys 2010 annual meeting of stockholders, or until his successor is
duly elected and qualified.
Shares voted FOR / WITHHELD Mr. Steven Morrell:
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31,935,719 / 1,376,208
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Shares voted FOR / WITHHELD: Mr. Marshall G. Webb
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32,069,017 / 1,242,910
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Shares voted FOR / WITHHELD Dr. Kenneth A. Selzer:
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33,009,911 / 302,016
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Item 9.01
Financial Statement and Exhibits.
(a)
Not applicable.
(b)
Not applicable.
(c)
Not applicable.
(d)
Exhibits.
3.1 Second Amended and Restated Bylaws, as
amended and restated on November 5, 2007
[THE SIGNATURE PAGE FOLLOWS.]
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SIGNATURE
Pursuant to
the requirements of the Securities and 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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ISOLAGEN, INC.
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Date: November 8,
2007
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By:
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/s/ Declan Daly
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Declan Daly, COO
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