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CLDN > SEC Filings for CLDN > Form 8-K on 10-Feb-2014All Recent SEC Filings

Show all filings for CELLADON CORP

Form 8-K for CELLADON CORP


10-Feb-2014

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statemen


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment and Restatement of Certificate of Incorporation

On February 4, 2014, Celladon Corporation (the "Company") filed an amended and restated certificate of incorporation (the "Restated Certificate") with the Secretary of State of the State of Delaware in connection with the closing of the Company's initial public offering of shares of its common stock. The Company's board of directors and stockholders previously approved the Restated Certificate effective as of and contingent upon the closing of the Company's initial public offering. The Restated Certificate amends and restates in its entirety the Company's amended and restated certificate of incorporation, as amended, to, among other things:

authorize 200,000,000 shares of common stock;

eliminate all references to the previously existing series of preferred stock and authorize 10,000,000 shares of undesignated preferred stock that may be issued from time to time by the Company's board of directors in one or more series;

provide that the Company's board of directors be divided into three classes with staggered three-year terms, with one class of directors to be elected at each annual meeting of the Company's stockholders;

permit the company's board of directors to adopt, amend or repeal the bylaws without obtaining stockholder approval, subject to the rights of any series of preferred stock;

require the approval of at least 66 2/3% of the voting power of all then-outstanding shares of capital stock of the Company entitled to vote generally at an election of directors to adopt, amend or repeal the Company's bylaws or certain provisions of the Restated Certificate;

prohibit the removal of directors without cause, subject to the rights of any series of preferred stock to elect additional directors under specified circumstances;

require the approval of at least 66 2/3% of the voting power of all then-outstanding shares of capital stock of the Company entitled to vote generally at an election of directors to remove directors with cause;

prohibit stockholder action by written consent in lieu of a meeting, thereby requiring all stockholder actions to be taken at a meeting of the Company's stockholders; and

require advance notice of stockholder nominations for election to the Company's board of directors and of business to be brought by stockholders before any meeting of the Company's stockholders.

The foregoing description is qualified in its entirety by reference to the Restated Certificate, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Amendment and Restatement of Bylaws

Effective as of February 4, 2014, the Company adopted amended and restated bylaws (the "Restated Bylaws") in connection with the closing of the Company's initial public offering of shares of its common stock. The Company's board of directors and stockholders previously approved the Restated Bylaws effective as of and contingent upon the closing of the Company's initial public offering. The Restated Bylaws, among other things:

provide that special meetings of stockholders may be called only by
(i) the chairman of the board of directors, (ii) the chief executive officer or (iii) the board of directors acting pursuant to a resolution adopted by a majority of the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships;



establish advance notice requirements for stockholder nominations for election to the Company's board of directors and for proposals to be brought by stockholders before any meeting of the Company's stockholders;

prohibit stockholder action by written consent in lieu of a meeting, thereby requiring all stockholder actions to be taken at a meeting of the Company's stockholders;

set forth the rights, powers and manner of acting of the board of directors and officers of the Company;

permit the Company's board of directors to create committees of the board of directors; and

provide for the indemnification of directors and officers of the Company, and allow the indemnification of employees and agents of the Company, in each case to the extent not prohibited by applicable law.

The foregoing description is qualified in its entirety by reference to the Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
  No.        Description

  3.1        Amended and Restated Certificate of Incorporation of Celladon Corporation

  3.2        Amended and Restated Bylaws of Celladon Corporation


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