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| CAMH.OB > SEC Filings for CAMH.OB > Form 8-K on 30-Jun-2009 | All Recent SEC Filings |
30-Jun-2009
Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial St
On June 29, 2009, the stockholders of Cambridge Heart, Inc. (the "Company") approved amendments to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") and By-Laws to declassify the Company's Board of Directors (the "Board").
Article Eleventh of the Company's Certificate of Incorporation and Article 2 of the Company's By-Laws previously divided the Board into three classes, as nearly equal in size as practicable, with members of each class elected for staggered three-year terms. The amendments to the Certificate of Incorporation and the By-Laws adopted by the stockholders at the 2009 Annual Meeting of Stockholders (the "2009 Annual Meeting") eliminate the classification of the Board and require all directors to stand for election for one-year terms at each annual meeting of the Company's stockholders. The amendments also permit removal of directors with or without cause by the holders of two-thirds of the shares of capital stock of the Company issued and outstanding and entitled to vote. The adoption of the amendments caused the terms of all of the directors serving immediately prior to the annual meeting to expire at the 2009 Annual Meeting, and each director was re-elected at the 2009 Annual Meeting to serve a one-year term and until their respective successors are elected and qualified.
Also on June 29, 2009, the Company's stockholders approved amendments to the Company's Certificate of Incorporation to eliminate the provisions allowing for the election of directors by the holders of the Series A Convertible Preferred Stock, voting separately as a class. The amendment is effective for elections taking place after the 2009 Annual Meeting.
This description of the amendments to the Company's Certificate of Incorporation and By-laws is qualified in its entirety by reference to the complete text of the Certificate of Amendments, copies of which are attached hereto as Exhibits 3.8 and 3.9, and the By-laws, as amended and restated, a copy of which is attached hereto as Exhibit 3.10.
(d) Exhibits.
3.1 Restated Certificate of Incorporation of the Registrant is incorporated herein by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-1, as amended (File No. 333-04879).
3.2 Certificate of Amendment of Restated Certificate of Incorporation of the Registrant is incorporated herein by reference to Exhibit 3.2 to the Registrant's Form 10-K for the fiscal year ended December 31, 2001.
3.3 Certificate of Amendment of Restated Certificate of Incorporation of the Registrant is incorporated by reference to Exhibit 3.3 to the Registrant's Form 10-K for the fiscal year ended December 31, 2003.
3.4 Certificate of Designations of the Preferred Stock of the Registrant to be Designated Series A Convertible Preferred Stock, dated as of May 12, 2003 is incorporated herein by reference to Exhibit 3.3 to the Registrant's Current Report on Form 8-K dated May 13, 2003.
3.5 Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, dated as of December 6, 2004 is incorporated herein by reference to Exhibit 3.5 to the Registrant's Current Report on Form 8-K dated December 7, 2004.
3.6 Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant is incorporated by reference to Exhibit 3.6 to the Registrant's Form 10-K for the fiscal year ended December 31, 2005.
3.8 Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant dated June 29, 2009.
3.9 Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant dated June 30, 2009.
3.10 By-Laws of the Registrant.
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