Targeted Genetics Corp /WA/ - Current report filing (8-K)
29 12월 2007 - 6:53AM
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):
December
27, 2007
Targeted
Genetics Corporation
(Exact
name of registrant as specified in its charter)
Washington
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0-23930
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91-1549568
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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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1100
Olive Way, Suite 100, Seattle, Washington
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98101
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(206) 623-7612
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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):
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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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))
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¨
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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 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
and
effective as of December 27, 2007, the Board of Directors of Targeted Genetics
Corporation, or Targeted Genetics, amended and restated the Amended and Restated
Bylaws of Targeted Genetics to provide for a new Section 6.6, which
states:
“Notwithstanding
any other provision in these Bylaws, the corporation may adopt a system of
issuance, recordation and transfer of its shares by electronic or other means
not involving any issuance of certificates, including provisions for notice
to
purchasers in substitution for any required statements on certificates, and
as
may be required by applicable corporate securities laws, which system has been
approved by the United States Securities and Exchange Commission. Any system
so
adopted shall not become effective as to issued and outstanding certificated
securities until the certificates therefor have been surrendered to the
corporation.”
This
new
section was adopted in response to a Nasdaq rule that requires Nasdaq-listed
companies to be eligible for a Direct Registration System by January 1, 2008.
A
Direct Registration System permits a shareholder’s ownership to be recorded and
maintained on the books of the issuer or the transfer agent without the issuance
of a physical stock certificate. The new rule does not require issuers to
participate in a Direct Registration System or to eliminate physical stock
certificates. Listed securities must, however, be “eligible” for such a program.
In light of this requirement, the amendment adopted by Targeted Genetics’ Board
of Directors clarifies the authority of Targeted Genetics to issue or transfer
shares of its stock without certificates as provided under Washington
law.
The
foregoing description of Targeted Genetics’ Amended and Restated Bylaws as
amended and restated on December 27, 2007, or the Bylaws, is qualified in its
entirety by reference to the full text of the Bylaws. A copy of the Bylaws
is
filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits:
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3.1
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Amended
and Restated Bylaws of Targeted Genetics
Corporation
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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TARGETED
GENETICS CORPORATION
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Dated:
December 28, 2007
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By:
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/s/
H. Stewart Parker
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H.
Stewart Parker
President
and Chief Executive Officer
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INDEX
TO EXHIBITS
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3.1
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Amended
and Restated Bylaws of Targeted Genetics Corporation
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