- Current report filing (8-K)
June 17 2010 - 5:05PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of
1934
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Date
of Report (Date of earliest event reported): June 16,
2010
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NexMed,
Inc.
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(Exact
name of registrant as specified in its
charter)
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Nevada
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0-22245
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87-0449967
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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6330
Nancy Ridge Drive, Suite 103, San Diego, California
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92121
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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 (858)
222-8041
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13a-4(c))
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Item
5.03 Amendments to Articles of Incorporation and Bylaws; Change in Fiscal
Year.
On June
16, 2010, NexMed, Inc. (the “
Company
”)
amended its Amended and Restated Articles of Incorporation by filing a
Certificate of Change pursuant to Nevada Revised Statutes 78.209 (the
“
Certificate of Change
”)
with the Nevada Secretary of State. The Certificate of Change was
filed in connection with a 15-for-1 reverse split of the Company’s issued and
outstanding common stock, par value $0.001 per share, and a proportional
decrease in the number of shares of the Company’s authorized common stock (the
“
Reverse
Split
”). A copy of the Certificate of Change is included as
Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
The
Reverse Split will become effective at 12:01 a.m., Eastern time, on June 21,
2010 (the “
Effective
Time
”), and the Company’s common stock will commence trading on a
split-adjusted basis on The Nasdaq Capital Market when the market opens on June
21, 2010.
The
common stock will continue to trade under the ticker symbol “NEXM”, although the
letter “D” will be temporarily appended to the ticker symbol for twenty trading
days following the Reverse Split.
At the Effective Time, each
fifteen (15) shares of the Company’s common stock issued and outstanding
immediately prior to the Effective Time will be automatically reclassified as
and converted into one (1) share of the Company’s common stock, par value $0.001
per share. Further, the total number of authorized shares of common
stock of the Company will be decreased from 270,000,000 shares of common stock
to 18,000,000 shares of common stock.
Because
the number of authorized shares of common stock are being proportionately
reduced, no shareholder vote was required under applicable law to effect the
Reverse Split.
Any fractional share interest that would otherwise
result from the Reverse Split will be rounded up to the nearest whole
share. As a result, no fractional shares will be issued in connection
with the Reverse Split, nor will any cash payments be made in respect of any
fractional share interests.
Item
9.01
Financial
Statements and Exhibits
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(c)
Exhibits.
Exhibit
No.
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Description
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3.1
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Certificate
of Change filed with the Nevada Secretary of
State
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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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NEXMED,
INC.
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By:
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/s/
Mark Westgate
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Name:
Mark Westgate
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Title:
Vice President and Chief Financial
Officer
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Date:
June 17, 2010
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