- Current report filing (8-K)
12 11월 2010 - 8:09PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 9, 2010
Osteotech, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34612
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13-3357370
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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51 James Way
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Eatontown, New Jersey
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07724
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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:
(732) 542-2800
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 9, 2010, Osteotech, Inc. (the Company) held a special meeting of stockholders (the
Special Meeting) to consider and vote on (1) a proposal to adopt the Agreement and Plan of Merger
(the Merger Agreement), dated as of August 16, 2010, by and among the Company, Medtronic, Inc.,
Medtronic Sofamor Danek, Inc. and England Merger Corporation, and to approve the merger, and (2)
any proposal by the Companys board of directors to adjourn the Special Meeting, if necessary, to
solicit additional proxies in support of the first proposal if there were not sufficient votes at
the time of the Special Meeting in favor of approval of the Merger Agreement.
Both proposals were approved by the Companys stockholders at the Special Meeting. The voting
results were as follows:
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Broker
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For
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Against
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Abstain
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Non-Votes
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Approval of the Merger Agreement
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12,842,620
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63,694
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3,400
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Adjourn the Special Meeting, if
necessary, to solicit
additional proxies
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12,620,328
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283,428
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5,958
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Adjournment of the Special Meeting was not necessary because there were sufficient votes at the
time of the Special Meeting to approve the Merger Agreement.
Item 7.01. Regulation FD Disclosure.
On November 10, 2010, the Company issued a press release announcing that the stockholders of the
Company approved the Merger Agreement at the Special Meeting. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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99.1
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Press Release of Osteotech, Inc., dated November 10, 2010, announcing
stockholder approval of the Merger Agreement.
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SIGNATURE
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.
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OSTEOTECH, INC.
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By:
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/s/ Mark H. Burroughs
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Mark H. Burroughs
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Executive Vice President and Chief Financial Officer
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Date: November 11, 2010
EXHIBIT INDEX
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Exhibit
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Number
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Description
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99.1
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Press Release of Osteotech, Inc., dated November 10, 2010, announcing stockholder approval of the Merger Agreement.
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Osteotech Com (MM) (NASDAQ:OSTE)
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부터 5월(5) 2024 으로 6월(6) 2024
Osteotech Com (MM) (NASDAQ:OSTE)
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부터 6월(6) 2023 으로 6월(6) 2024