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| TGAL > SEC Filings for TGAL > Form 8-K on 25-Sep-2012 | All Recent SEC Filings |
25-Sep-2012
Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Ma
On September 25, 2012, Tegal Corporation (the "Company") filed a Certificate of Amendment (the "Certificate of Amendment") to its Certificate of Incorporation to change its name to "CollabRx, Inc" (the "Name Change"). As discussed below, the Company's stockholders approved the Certificate of Amendment at the Company's Annual Meeting of Stockholders. The Certificate of Amendment is filed as Exhibit 3.1 to this report. A copy of the press release issued by the Company announcing the change of its name is attached as Exhibit 99.1 to this report.
On September 25, 2012, the Company held its 2012 Annual Meeting of Stockholders (the "Annual Meeting"). The following items of business were considered and voted upon at the Annual Meeting: (i) election of Gilbert A. Bellini, James M. Karis, Jeffrey M. Krauss, Thomas R. Mika and Carl Muscari as members of the Board of Directors of the Company to hold office for a one-year term and until their successors are duly elected and qualified; (ii) approval of an amendment to the Company's Certificate of Incorporation to change the Company's name to CollabRx, Inc.; and (iii) ratification of the appointment of Burr, Pilger & Mayer LLP as the Company's Independent Registered Public Accounting Firm for the fiscal year ending March 31, 2013.
The number of shares of common stock entitled to vote at the Annual Meeting was 1,688,807. The number of shares of common stock present or represented by valid proxy at the annual meeting was 1,450,839. All matters submitted to a binding vote of stockholders at the Annual Meeting were approved. The number of votes cast for and against, and the number of abstentions and broker non-votes with respect to the matters voted upon at the Annual Meeting, are set forth below:
(i) Election of Directors
Director Nominee Votes For Votes Withheld
Gilbert A. Bellini 187,659 51,253
James M. Karis 211,531 27,381
Jeffrey M. Krauss 160,735 78,177
Thomas R. Mika 187,803 51,109
Carl Muscari 188,691 50,221
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There were 1,211,927 broker non-votes regarding the election of directors.
(ii) Amendment to the Company's Certificate of Incorporation
Stockholders approved an amendment to the Company's Certificate of Incorporation to change the Company's name to CollabRx, Inc. The results of the voting were 1,413,529 votes for, 33,709 votes against, and 3,601 votes abstained. There were no broker non-votes regarding this proposal.
(iii) Ratification of Auditors
Stockholders ratified the appointment of Burr, Pilger & Mayer LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2013. The results of the voting were 1,398,559 votes for, 49,646 votes against, and 2,634 votes abstained. Broker non-votes were not counted as votes for or against this proposal and were not included in counting the number of votes necessary for approval of this proposal.
In connection with the Name Change, the Company's common stock, which previously traded under the ticker symbol "TGAL" on the Nasdaq Capital Market, will begin trading under the new ticker symbol "CLRX" on September 27, 2012. In addition, the Company's common stock has been assigned a new CUSIP number of 19422J 108 in connection with the Name Change. Outstanding stock certificates representing shares of common stock of the Company will continue to be valid and need not be exchanged in connection with the Name Change.
Item 9.01. Exhibits.
Exhibit No. Description
3.1 Certificate of Amendment to Certificate of Incorporation, as
filed with the Secretary of State of the State of Delaware on
September 25, 2012.
99.1 Press Release, dated September 25, 2012
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