UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
                              
 
FORM 6-K
 
                              
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of January 2011
 
001-33444
 
(Commission File Number)
 
                              
 
Eurand N.V.
(Exact Name of Registrant as Specified in Its Charter)
 
Not Applicable
 
(Translation of registrant’s name into English)
 
Olympic Plaza
Fred. Roeskestraat 123
1076 EE Amsterdam, The Netherlands
(Address of principal corporate office)
 
                              


Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F: Form 20-F [X]  Form 40-F [   ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [  ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [  ]
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: Yes [   ]   No [X]
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

 
 
 


INFORMATION CONTAINED IN THIS FORM 6-K REPORT
 
Submission of Matters to a Vote of Security Holders.
 
Eurand N.V. held an extraordinary general meeting of shareholders (“ EGM ”) on January 19, 2011. There were 33,293,354 ordinary shares voted, out of a total number of 48,028,387 ordinary shares issued and outstanding and entitled to vote at the EGM.  The results of the votes were as follows:
 

   
Number of Ordinary Shares
 
Proposal
For
Against
Abstain
Broker
Non-Vote
1A
To appoint John J. Fraher as executive director ‘A’ and Chief Executive Officer of the Company.
                   33,222,951
                          70,403
                              0
                     0
1B
To appoint Cecilia Gonzalo as a non-executive director ‘B’ of the Company.
                   33,222,866
                          70,338
                          100
                     0
2A
To review and approve compensation for John J. Fraher, Executive Director and Chief Executive Officer of the Company.
                   33,271,507
                          21,247
                          600
                     0
2B
To review and approve compensation for Angelo C. Malahias, Chairman of the Board of the Company.
                   33,292,439
                               265
                          650
                     0
2C
To review and approve compensation for Cecilia Gonzalo as a Director of the Company.
                   33,271,522
                          21,182
                          650
                     0
3
To grant a discharge to the resigning directors (Gearoid Faherty and Jonathan Cosgrave) in respect of their management during the financial year 2010.
                   33,271,622
                          21,232
                          500
                     0
4
To approve the Share Purchase Agreement by and among the Company, Axcan Holdings Inc. and Axcan Pharma Holding B.V.
                   33,292,554
                               750
                           50
                     0
5
To review and approve the sale of all assets and liabilities of the Company to Axcan Pharma Holding B.V. or one or more of its designees, effective upon the closing of the Axcan offer.
                   33,292,554
                               700
                         100
                     0
6
To approve the designation of the Members of the Special Committee with respect to the sale of the assets and liabilities of the Company, effective upon the closing of the Axcan offer.
                   33,292,554
                               700
                         100
                     0
7A
To appoint Richard Tarte, VP, Corporate Development and General Counsel of Axcan, as an executive director ‘A’ of the Company, effective upon the closing of the Axcan offer.
                   33,267,044,
                          26,160
                         150
                     0
7B
To appoint Richard DeVleeschouwer, Senior Vice President, Human Resources of Axcan, as an executive director ‘A’ of the Company, effective upon the closing of the Axcan offer.
                   33,266,994
                          26,160
                         200
                     0
7C
To appoint Steve Gannon, Senior Vice President, CFO and Treasurer of Axcan, as an executive director ‘A’ of the Company, effective upon the closing of the Axcan offer.
                    33,266,994
                          26,160
                         200
                     0
8
To approve the dissolution of the Company, effective upon the closing of the Axcan offer.
                    33,292,102
                            1,152
                         100
                     0
9
To approve the appointment of Axcan Pharma Holding B.V. keeper of the books and records of the Company upon termination of the liquidation, effective upon the completion of the Subsequent Offering Period.
                    33,292,152
                            1,102
                         100
                     0
10
To approve any other resolution tabled in connection with the above.
                   26,594,374
                     6,698,780
                         200
                     0

The information in this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “ Exchange Act ”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
 
* * * * * *


 
 
 


 
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, thereunto duly authorized.
 

 
Date:  January 19, 2011
EURAND N.V.
     
 
By:
/s/ Manya S. Deehr
   
Manya S. Deehr
   
Chief Legal Officer & Secretary

 
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