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): May 21, 2015

CATALYST PHARMACEUTICALS, INC.

(Exact Name Of Registrant As Specified In Its Charter)

 

Delaware		001-33057		76-0837053
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
355 Alhambra Circle Suite 1500 Coral Gables, Florida				33134
(Address of principal executive offices)				(Zip Code)
Registrant’s telephone number, including area code:				(305) 529-2522

Catalyst Pharmaceutical Partners, Inc.

 

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:

¨ 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 CFR240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

---

Item 5.02(e)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the Company’s 2015 Annual Meeting of Stockholders held on May 21, 2015, Patrick J. McEnany, Philip H. Coelho, Charles B. O’Keeffe, David S. Tierney, Richard J. Daly and Donald A. Denkhaus were elected to the Company’s Board of Directors to serve until the 2016 Annual Meeting of Stockholders or until their successor is duly elected and qualified, or until their earlier death, resignation or removal.

 

Item 5.03

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

On February 19, 2015, the Company’s Board of Directors approved an amendment to the Company’s Certificate of Incorporation to (i) increase the number of authorized shares of the Company’s common stock from 100,000,000 shares to 150,000,000 shares, and (ii) change the Company’s corporate name to “Catalyst Pharmaceuticals, Inc.” (the “Amendment”,) subject to stockholder approval at the Company’s 2015 Annual Meeting of Stockholders to be held on May 21, 2015. On May 21, 2015, the Company’s stockholders approved the Amendment. See Item 5.07 below. The Amendment became effective upon filing with the Delaware Secretary of State on May 22, 2015.

A copy of the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 5.07

Submission of Matters to a Vote of Security Holders

On May 21, 2015, the Company held its Annual Meeting of Stockholders at the Hyatt Regency Coral Gables, 50 Alhambra Plaza, Coral Gables, Florida. The final voting results on the matters considered at the meeting are as follows:

 

1.	Election of Directors:

 

Name		Votes For				Votes Withheld				Broker Non-Votes
Patrick J. McEnany			28,552,925				7,124,777				25,859,490
Philip H. Coelho			28,687,951				6,989,751				25,859,490
Charles B. O’Keeffe			28,718,387				6,959,315				25,859,490
David S. Tierney			28,704,991				6,972,711				25,859,490
Richard J. Daly			35,536,095				141,607				25,859,490
Donald A. Denkhaus			35,534,565				143,137				25,859,490

 

2.	Approval of an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 100,000,000 shares to 150,000,000 shares:

 

Votes For		Votes Against		Votes Abstained
56,298,783		5,088,104		150,305

 

2

---

3.	Approval of an amendment to the Company’s Certificate of Incorporation to change the Company’s corporate name to “Catalyst Pharmaceuticals, Inc.”:

 

Votes For		Votes Against		Votes Abstained
61,149,788		140,702		246,702

 

4.	Ratification of the selection of Grant Thornton, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015:

 

Votes For		Votes Against		Votes Abstained
60,841,949		242,782		452,461

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

3.1	Certificate of Amendment to the Company’s Certificate of Incorporation

 

3

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

Dated: May 22, 2015

 

4

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE CERTIFICATE OF INCORPORATION

OF

CATALYST PHARMACEUTICAL PARTNERS, INC.

a Delaware Corporation

Pursuant to the Delaware General Corporation Law (the “DGCL”), the Certificate of Incorporation of CATALYST PHARMACEUTICAL PARTNERS, INC., a Delaware corporation, hereinafter referred to as the “Corporation,” is amended as follows:

 

1.

Article I of the Certificate of Incorporation of the Corporation is amended in its entirety to read as follows:

The name of the Corporation is Catalyst Pharmaceuticals, Inc. (the “Corporation”)

 

2.

The first paragraph of Article IV of the Certificate of Incorporation of the Corporation is amended in its entirety to read as follows:

The total number of shares of capital stock which the Corporation shall have the authority to issue is 155,000,000, of which (i) 150,000,000 shares shall be common stock, par value $0.001 per share (the “Common Stock”), and (ii) 5,000,000 shares shall be preferred stock, par value $0.001 per share (the “Preferred Stock”)

 

3.

Except as provided for above, the Certificate of Incorporation of the Corporation shall remain unchanged.

On February 19, 2015, the Board of Directors of the Corporation approved these changes that are being made to the Certificate of Incorporation and recommended such changes to the stockholders of the Corporation. These changes were approved by the stockholders of the Corporation at the Corporation’s Annual Meeting of Stockholders held on May 21, 2015.

This amendment shall become effective upon its filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed this Certificate of Amendment to Certificate of Incorporation of the Company this 21^st day of May, 2015.