- Amended Current report filing (8-K/A)
July 13 2010 - 1:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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, 2010
DIGITAL ANGEL
CORPORATION
(Exact name of registrant as
specified in its charter)
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DELAWARE
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0-26020
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43-1641533
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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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490 VILLAUME AVENUE
SOUTH
SAINT PAUL, MINNESOTA
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55075
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number,
including area code:
651-455-1621
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(Former name or former address if changed since last report.)
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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:
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-4(c))
1
Section 5 Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
As reported on June 30, 2010, the Company held its annual meeting of stockholders on June 25, 2010.
At the meeting, the stockholders approved all of the following proposals as stated in the
Definitive Proxy Statement on Form DEF 14A filed with the SEC on April 30, 2010:
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1.
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Election of two directors to hold office until the 2013 annual meeting of stockholders
and until their successors have been duly elected and qualified. The directors whose term
of office continued after the meeting were Daniel E. Penni, Dennis G. Rawan and Michael S.
Zarriello. The result of the votes to elect two directors was as follows:
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For
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Withheld
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Joseph J. Grillo
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7,377,318
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314,789
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John R. Block
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6,690,791
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1,001,316
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2.
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Approval of an amendment to our 2003 flexible stock plan to increase the number of
authorized shares of common stock issuable under the plan from 2,875,000 to 4,000,000
shares. The proposal received 4,751,400 votes for, 2,911,965 against, 28,742 abstained and
had 14,269,548 broker non-votes.
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3.
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Approval of the possible issuance of 20% or more of shares of our common stock in
connection with the securities purchase agreement dated February 4, 2010. The proposal
received 6,172,114 votes for, 1,458,005 against, 61,988 abstained and had 14,269,548 broker
non-votes.
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4.
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Ratification of the appointment of Eisner LLP as our independent registered public
accounting firm for the year ending December 31, 2010. The proposal received 20,250,042
votes for, 1,139,424 against and 572,189 abstained.
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The proposals were effective as of June 25, 2010.
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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DIGITAL ANGEL CORPORATION
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Date: July 13, 2010
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By:
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/s/
Jason G. Prescott
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Name:
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Jason G. Prescott
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Title:
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Chief Financial Officer
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