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): June 13, 2012

 

 

Cadence Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-33103		41-2142317
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

12481 High Bluff Drive, Suite 200

San Diego, California 92130

(Address of principal executive offices, including zip code)

(858) 436-1400

(Registrant’s telephone number, including area code)

 

 

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 (see General Instruction A.2. below):

 

¨	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))

 

 

 

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Item 5.03.

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

At the Annual Meeting of Stockholders held on June 13, 2012, the stockholders of Cadence Pharmaceuticals, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 100,000,000 to 200,000,000. Following the meeting, the Company filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which became effective on June 13, 2012.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Amendment of Amended and Restated Certificate of Incorporation, which is filed as Exhibit 3.1 to this report and is incorporated herein by reference.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On June 13, 2012, the Company held its Annual Meeting of Stockholders in San Diego, California, at which the stockholders voted on proposals as follows:

Proposal 1. The election of Mr. Cam L. Garner, Mr. Brian G. Atwood, Dr. Samuel L. Barker and Mr. Michael L. Eagle as directors for a three-year term expiring at the 2015 Annual Meeting of Stockholders:

 

Nominee		For		Withheld		Broker Non-Votes
Cam L. Garner		58,307,617		15,966,935		7,887,306
Brian G. Atwood		61,769,871		12,504,681		7,887,306
Samuel L. Barker		59,575,420		14,699,132		7,887,306
Michael L. Eagle		62,202,736		12,071,816		7,887,306

Proposal 2. The approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 100,000,000 to 200,000,000:

 

For		Against		Abstain		Broker Non-Votes
77,767,710		4,392,480		1,668		N/A

Proposal 3. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012:

 

For		Against		Abstain		Broker Non-Votes
81,982,407		71,782		107,669		N/A

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number		Description of Exhibit
3.1		Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company, dated June 13, 2012

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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.

 

Date: June 15, 2012

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EXHIBIT INDEX

 

Exhibit Number		Description of Exhibit
3.1		Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company, dated June 13, 2012

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

CADENCE PHARMACEUTICALS, INC.

Cadence Pharmaceuticals, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1. The name of the Corporation is Cadence Pharmaceuticals, Inc. The Corporation’s original Certificate of Incorporation was filed on May 26, 2004, under the name Strata Pharmaceuticals, Inc.

2. The Board of Directors of said Corporation duly adopted resolutions proposing and declaring advisable the following amendment of the Amended and Restated Certificate of Incorporation (the “Certificate”) of said Corporation. The resolution setting forth the proposed amendment is as follows:

THEREFORE, BE IT RESOLVED, that the Certificate is hereby amended by striking out the first sentence of Article Fourth thereof and by substituting, in lieu of said sentence, the following:

“FOURTH: The Corporation is authorized to issue two classes of stock to be designated, respectively, Common Stock, par value $0.0001 per share (“Common Stock”), and Preferred Stock, par value $0.0001 per share (“Preferred Stock”). The total number of shares the Corporation shall have the authority to issue is Two Hundred Ten Million (210,000,000) shares, Two Hundred Million (200,000,000) shares of which shall be Common Stock and Ten Million (10,000,000) shares of which shall be Preferred Stock.”

3. Thereafter, pursuant to a resolution of the Board of Directors, the stockholders gave their approval of said amendment at a meeting of stockholders in accordance with the provisions of Section 211 of the General Corporation Law of the State of Delaware.

4. The aforesaid amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

5. Said amendment shall be executed, filed and recorded in accordance with Section 103 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, Cadence Pharmaceuticals, Inc. has caused this Certificate of Amendment to be signed by an authorized officer thereof, this 13^th day of June 2012.