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: December 20, 2005
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BioCryst Pharmaceuticals, Inc. |
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(Exact Name of Registrant as Specified in Charter) |
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Delaware |
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000-23186 |
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62-1413174 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
2190 Parkway Lake Drive, Birmingham, Alabama 35244
(Address of Principal Executive Office)
(205) 444-4600
(Registrant’s telephone number, including area code)
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) |
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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 210.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On December 20, 2005, the Company filed a Certificate of Amendment of Certificate of Designation establishing the Voting Powers, Designations, Preferences, Limitations, Restrictions, and Relative Rights of Series B Junior Participating Preferred Stock such that the number of shares constituting the Series B Preferred Stock shall be 45,000 for it to match the authorized shares of Common Stock on a per 1,000 basis. |
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A copy of the Certificate of Amendment of Certificate of Designation is attached as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference. |
Item 9.01 Financial Statements and Exhibits:
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Exhibit |
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Description |
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3.1 |
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Certificate of Amendment of Certificate of Designation for Series B Junior Participating Preferred Stock. |
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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Dated: December 22, 2005 |
BioCryst Pharmaceuticals, Inc. |
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By: |
/s/ Michael A. Darwin |
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Michael A. Darwin |
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Chief Financial Officer and Chief |
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Accounting Officer |
EXHIBIT INDEX
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Exhibit |
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Description |
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3.1 |
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Certificate of Amendment of Certificate of Designation for Series B Junior Participating Preferred Stock. |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF DESIGNATION
establishing the
Voting Powers, Designations, Preferences, Limitations,
Restrictions, and Relative Rights of
SERIES B JUNIOR PARTICIPATING PREFERRED STOCK
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
BioCryst Pharmaceuticals, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, and pursuant to the authority conferred upon the Board of Directors of the Corporation (the “Board”), the Board adopted the following resolution providing for the amendment of the Certificate of Designation as filed with the Delaware Secretary of State on June 17, 2002 (the “Certificate of Designation”), which resolution remains in full force and effect as of the date hereof:
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WHEREAS, the Board has determined it to be in the best interests of the Corporation and its stockholders to amend the Certificate of Designation. |
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NOW, THEREFORE, BE IT RESOLVED, that the Certificate of Designation be amended as follows: |
Section 1 is hereby deleted in its entirely and replaced with the following:
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Section 1. Designation and Amount. The shares of such series shall be designated as “Series B Junior Participating Preferred Stock” (the “Series B Preferred Stock”) and the number of shares constituting the Series B Preferred Stock shall be 45,000. Such number of shares may be increased or decreased by resolution of the board of Directors; provided, that no decrease shall reduce the number of shares of Series B Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the corporation convertible into Series B Preferred Stock. |
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, said Corporation has caused this Certificate of Amendment to Certificate of Designation to be signed by its Chief Financial Officer on this 12th day of December, 2005.
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By: |
/s/Michael A. Darwin |
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Michael A. Darwin |
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Chief Financial Officer |