- Current report filing (8-K)
20 Juillet 2009 - 1:55PM
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):
July 20, 2009 (July 17,
2009)
ALLOS THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-29815
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54-1655029
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(State or other
jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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11080
CirclePoint Road, Suite 200
Westminster, Colorado
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80020
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(Address of principal
executive offices)
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(Zip Code)
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Registrants telephone
number, including area code:
(303) 426-6262
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 (see General Instruction A.2.
below):
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 1
Registrants Business and Operations
Item
1.01. Entry into a Material Definitive Agreement
In May 2003,
Allos Therapeutics, Inc., a Delaware corporation (the Company), entered
into a Rights Agreement with Mellon Investor Services LLC, the Companys
transfer agent (such agreement, as amended on March 4, 2005 and January 29,
2007, the Rights Agreement). In connection with the Companys filing of a
Certificate of Amendment to the Certificate of Designation of Series A
Junior Participating Preferred Stock, as more fully described under Item 5.03
below, on July 17, 2009, the Company and Mellon Investor Services LLC
entered into an amendment to the Rights Agreement (the Amendment) to amend
the definition of Preferred Stock set forth therein. As so amended, such definition of Preferred
Stock includes shares of the Companys Series A Junior Participating
Preferred Stock having the designations and the powers, preferences and rights,
and the qualifications, limitations and restrictions set forth in the
Certificate of Designation of Series A Junior Participating Preferred
Stock of the Company filed on May 8, 2003 with the Secretary of State of
the State of Delaware (the Certificate of Designation), as the same may be
amended or restated from time to time.
The foregoing is a summary of the Amendment. Such summary does not purport to be complete
and is qualified in its entirety by reference to the full text of the Amendment,
a copy of which is attached hereto as Exhibit 4.1 and incorporated herein
by reference.
Section 5
Corporate Governance and Management
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On July 17,
2009, the Company filed a Certificate of Amendment to the Certificate of
Designation to increase the number of shares designated as Series A Junior
Participating Preferred Stock thereunder from 1,000,000 shares to 1,500,000
shares (the Certificate of Amendment). In accordance with the
terms of the Companys Amended and Restated Certificate of Incorporation, as
amended, the Companys Board of Directors has the authority to increase the
number of shares of any series of preferred stock. The Certificate of Amendment was approved by
the Companys Board of Directors on July 16, 2009. A copy of the
Certificate of Amendment, as filed with the Secretary of State of the State of
Delaware, is attached hereto as Exhibit 3.4 and incorporated herein by
reference. Copies of the Companys
Amended and Restated Certificate of Incorporation, as amended, and the
Certificate of Designation are also attached as exhibits hereto.
Section 9
Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
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Description
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3.1
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Amended and Restated
Certificate of Incorporation.
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3.2
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Certificate of
Designation of Series A Junior Participating Preferred Stock.
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3.3
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Certificate of
Amendment to Restated Certificate of Incorporation.
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3.4
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Certificate of
Amendment to the Certificate of Designation of Series A Junior
Participating Preferred Stock.
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4.1
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Amendment to Rights
Agreement, dated July 17, 2009, by and between Allos
Therapeutics, Inc. and Mellon Investors Services LLC.
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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.
Dated:
July 20, 2009
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ALLOS THERAPEUTICS, INC.
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By:
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/s/ Marc H. Graboyes
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Marc H. Graboyes
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Its:
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Senior Vice President,
General Counsel and Secretary
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3
EXHIBIT INDEX
Exhibit No.
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Description
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3.1
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Amended and Restated
Certificate of Incorporation.
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3.2
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Certificate of
Designation of Series A Junior Participating Preferred Stock.
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3.3
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Certificate of
Amendment to Restated Certificate of Incorporation.
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3.4
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Certificate of
Amendment to the Certificate of Designation of Series A Junior
Participating Preferred Stock.
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4.1
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Amendment to Rights
Agreement, dated July 17, 2009, by and between Allos
Therapeutics, Inc. and Mellon Investors Services LLC.
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4
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