Neurobiological Technologies Announces Stockholder Approval of Plan of Liquidation and Dissolution
28 10월 2009 - 10:00PM
PR Newswire (US)
Board of Directors Declares Extraordinary Dividend of $0.75 per
share EMERYVILLE, Calif., Oct. 28 /PRNewswire-FirstCall/ --
Neurobiological Technologies, Inc. (NASDAQ:NTII) ("NTI") announced
today that its stockholders have voted in favor of the company's
dissolution pursuant to a plan of liquidation and dissolution at a
special meeting of stockholders held on October 27, 2009. In
connection with the dissolution, the company also announced that
its board of directors has declared an extraordinary dividend of
$0.75 per share of common stock, which will be paid to stockholders
of record as of November 10, 2009. Stockholders overwhelmingly
approved the dissolution of the company pursuant to the plan of
liquidation and dissolution, with the proposal receiving an
affirmative vote from approximately 99% of the votes cast. Detailed
results will be published in the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 2009, which is expected to
be filed with the SEC on or before November 16, 2009. In connection
with the dissolution of the company, NTI plans to file a Form 25
with the Securities and Exchange Commission to effect the voluntary
delisting of its common stock from NASDAQ after the extraordinary
dividend is paid to stockholders. Redemption of Series A Preferred
Stock At the special meeting, the stockholders also approved the
amendment of the company's certificate of incorporation to
authorize the redemption of the outstanding shares of the company's
Series A Preferred Stock. The board of directors has voted to
redeem the Series A Preferred Stock for $0.50 per share on or about
October 30, 2009. Resignation of Directors; Election of Matthew
Loar as Director On October 27, 2009, directors Abraham E. Cohen,
Theodore L. Eliot, Jr., F. Van Kasper and Abraham D. Sofaer
submitted their resignations effective upon the filing of the
certificate of dissolution with the Secretary of State of the State
of Delaware, which is expected to occur on or before November 30,
2009. Also, on October 27, 2009, the board of directors voted to
decrease the size of board to three members, effective as of the
filing of the certificate of dissolution with the Secretary of
State of the State of Delaware, and approved the appointed Matthew
M. Loar as a director effective as of such date, to serve along
with continuing directors William A Fletcher and John B. ("Jack')
Stuppin and to constitute the board of directors after the
company's filing the certificate of dissolution. About
Neurobiological Technologies, Inc. Neurobiological Technologies,
Inc. is a biopharmaceutical company historically focused on
developing investigational drugs for central nervous system
conditions. http://www.ntii.com/ DATASOURCE: Neurobiological
Technologies, Inc. CONTACT: Matthew M. Loar, CFO of Neurobiological
Technologies, Inc., +1-510-595-6000 Web Site: http://www.ntii.com/
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