- Current report filing (8-K)
25 February 2009 - 10:02PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of Report
(Date of earliest event reported)
|
|
February 24,
2009
|
Adolor Corporation
(Exact name of
registrant as specified in its charter)
Delaware
|
|
000-30039
|
|
31-1429198
|
(State or other
jurisdiction
|
|
(Commission File Number)
|
|
(IRS Employer
|
of
incorporation)
|
|
|
|
Identification
No.)
|
|
|
|
|
|
700
Pennsylvania Drive, Exton, PA
|
|
19341
|
(Address of
principal executive offices)
|
|
(Zip Code)
|
Registrants telephone
number, including area code:
|
|
(484) 595-1500
|
Not
Applicable
(Former name or former address, if changed since last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
On February 24,
2009, the Board of Directors of the Adolor Corporation (the Company) approved
and adopted the Amended and Restated Bylaws of the Company, which amended and
restated the Companys then existing Amended and Restated Bylaws (the Bylaws).
The Bylaw amendments were effective February 24,
2009. The Amended and Restated Bylaws
include amendments to add to the Bylaws (i) a new Section 1.1.10
relating to the procedures to be followed for nominations of persons for
election to the Board of Directors and (ii) a new Section 1.1.11
relating to the procedures to be followed for stockholder business (other than
nominations) at an annual meeting. Under
these new sections, for business to be brought by a stockholder, such
stockholder generally must provide notice of nominations or such other business
to the Secretary of the Company. In the
case of a regularly scheduled annual meeting, the stockholder notice of
nominations or such other business must be received by the Secretary not less
than ninety (90) days nor more than one-hundred twenty (120) days prior to the
first anniversary of the date preceding the preceding years annual meeting of
the stockholders; in the case of a special meeting of stockholders in which
directors are to be elected, the stockholder notice of nominations must be
received by the Secretary not later than the tenth (10
th
) day following the day on which the public announcement of the special meeting
was made. In each case, the notice must
include certain specified information related to the proposed nominee or
business and the stockholder providing the notice, including the beneficial
ownership by such stockholders (and director nominees, if applicable) of the
Companys common stock and, among other things, the extent to which any
derivative, hedging or any other transactions or positions exist or any other
any other agreement, arrangement or understanding (including any short position
or any borrowing or lending of shares of stock) has been made by or on behalf
of such stockholder (and director nominee, if applicable), the effect or intent
of which is to mitigate loss to, or manage risk of stock price changes for,
such stockholder or to increase or decrease the voting power or pecuniary or
economic interest of such stockholder (or director nominee, if applicable) with
respect to the Companys stock.
The Amended and
Restated Bylaws also include amendments to Article IV that clarify, among
other things, that the advancement of expenses, restrictions on the Companys
ability to retroactively modify the indemnification obligation and the other
Bylaw indemnification provisions contained in Article IV apply to former
directors and officers, as well as current directors and officers. In addition, Section 4.6 clarifies that
the Company may, if it chooses, enter into separate indemnification agreements
with any director, officer or employee.
The foregoing
summary of the changes to the Companys Bylaws is qualified in its entirety by
the full text of the Amended and Restated Bylaws of the Company, a copy of
which is attached hereto as Exhibit 3.1 and incorporated herein by
reference.
Item 9.01
Financial
Statements and Exhibits
.
(d)
Exhibits
.
Exhibit No.
|
|
Description of Document
|
3.1
|
|
Amended and Restated
Bylaws, effective as of February 24, 2009
|
2
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, hereunto duly
authorized.
|
ADOLOR CORPORATION
|
|
|
|
|
|
By
|
/s/ John M. Limongelli
|
|
Name:
|
John M. Limongelli
|
|
Title:
|
Sr. Vice President,
General Counsel and Secretary
|
|
|
|
|
|
|
Dated: February 24,
2009
|
|
3
EXHIBIT INDEX
Exhibit No.
|
|
Description of Document
|
3.1
|
|
Amended and Restated
Bylaws, effective as of February 24, 2009
|
4
Adolor Corp. (MM) (NASDAQ:ADLR)
Historical Stock Chart
From Jun 2024 to Jul 2024
Adolor Corp. (MM) (NASDAQ:ADLR)
Historical Stock Chart
From Jul 2023 to Jul 2024