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| BJGP > SEC Filings for BJGP > Form 8-K on 28-Oct-2009 | All Recent SEC Filings |
28-Oct-2009
Change in Directors or Principal Officers, Amendments to Articles of Inc. or By
Appointment of Director
Effective October 27, 2009, the Board of Directors (the "Board") of BMP Sunstone Corporation (the "Company"), appointed Daniel P. Harrington to the Board. Subsequent to such appointment, the Board elected Mr. Harrington to the Audit Committee of the Board. Since 1995, Mr. Harrington, 53, has served as President and Chief Executive Officer of HTV Industries, Inc., a diversified holding company with interests in manufacturing, distribution and banking. Mr. Harrington is a certified public accountant.
Prior to the appointment of Mr. Harrington, the Board voted to increase the size of the Board from nine to ten directors.
Mr. Harrington has voting control over 2,001,190 shares of the Company's common stock (the "Shares"). This number includes 26,666 Shares owned by HTH Limited Partnership (assuming conversion of the $50,000 12.5% March Cash Secured Convertible Note held by HTH Limited Partnership at $3.00 per Share), 166,666 Shares owned by Tinkham Veale II Revocable Trust (assuming conversion of the $500,000 12.5% March Cash Secured Convertible Note held by Tinkham Veale II Revocable Trust at $3.00 per Share) and 1,790,473 Shares owned by TVI Corp. (assuming conversion of the $500,000 12.5% March Cash Secured Convertible Note held by TVI Corp. at $3.00 per Share, conversion of the $1,250,000 12.5% Secured Convertible Note held by TVI Corp. at $3.00 per Share and execution of warrants held by TVI Corp.).
In connection with his appointment to the Board, Mr. Harrington was granted options to purchase 50,000 shares of the Company's common stock at a price of $3.84 per share. 25% of the options vest on October 27, 2010, and 1/36th of the options vest on the first of every month thereafter.
There is no arrangement or understanding between Mr. Harrington and any other persons pursuant to which he was appointed as a director.
Effective October 27, 2009, the Board amended and restated the Company's Bylaws to increase the maximum number of members of the Board from nine to ten. A copy of the Amended and Restated Bylaws is attached as Exhibit 3.1 and is incorporated into this Item 5.03 by reference.
The Company issued a press release announcing the appointment of Mr. Harrington to the Board on October 28, 2009. A copy of the press release is attached as Exhibit 99.1 hereto.
(d) Exhibits.
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