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ACTC > SEC Filings for ACTC > Form 8-K on 30-Jan-2012All Recent SEC Filings




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

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

On January 24, 2012, the Company filed a Certificate of Amendment to the Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware to increase the number of authorized shares of common stock by 1,000,000,000 shares to a total of 2,750,000,000 shares of common stock. A copy of the Certificate of Amendment is attached as Exhibit 3.1 to this Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Company's Special Meeting of Stockholders held on January 24, 2012, the stockholders considered the following matters: (i) a proposal to approve the Certificate of Amendment and (ii) a proposal to adjourn the Special Meeting, if necessary, to establish a quorum or to solicit additional proxies if there are insufficient votes cast in favor of the first proposal. Each proposal is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on December 28, 2011, for the Special Meeting of Stockholders.

The results detailed below represent the final voting results as certified by the Inspector of Elections:

Proposal 1: Certificate of Amendment

For Against Abstentions 1,256,233,126 94,722,293 10,600,714

Proposal 2: Adjourn Special Meeting, if necessary

For Against Abstentions 1,263,456,326 81,778,265 16,321,542

The adjournment of the Special Meeting was not necessary because there were sufficient votes at the time of the Special Meeting to establish a quorum and approve the Certificate of Amendment.

Item 8.01. Other Events.

As previously disclosed, the Company entered into settlement agreements with certain holders of convertible promissory notes and warrants that were issued between 2005 and 2010. Pursuant to the settlement agreements, the Company will issue an aggregate of approximately 238 million shares of common stock to the settling holders within 10 business days of the filing of the Certificate of Amendment.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.   Description
    3.1       Certificate of Amendment to Certificate of Incorporation as filed on
              January 24, 2012 with the Delaware Secretary of State.

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