TPTX » Topics » Item 3.03 Material Modification to Rights of Security Holders.

This excerpt taken from the TPTX 8-K filed Oct 5, 2009.

Item 3.03 Material Modification to Rights of Security Holders.

 

(a)

Reverse Stock Split Amendment, Name Change and Merger  

The information set forth or incorporated by reference in Item 1.01 under the section titled, “Background” of this Current Report on Form 8-K is incorporated herein by reference. On September 28, 2009, the stockholders of TorreyPines approved an amendment (the “Charter Amendment”) to TorreyPines’ certificate of incorporation to change the corporate name of TorreyPines to “Raptor Pharmaceutical Corp.” and effect a reverse stock split of the issued and outstanding shares of TorreyPines’ common stock whereby a number of outstanding shares of TorreyPines’ common stock between and including 10 and 70, such number consisting only of whole shares, would be combined into one share of TorreyPines’ common stock, with the exact number (the “Split Ratio”) being such number that causes the combined company’s stock price to be at least $4.00 per share immediately after the Merger, as determined by the boards of directors of TorreyPines and Rap Pharma, respectively. On September 29, 2009, following stockholder approval of the reverse stock split amendment by the stockholders of TorreyPines, TorreyPines’ and Rap Pharma’s boards of directors acted to set the Split Ratio at 1:17 so that every 17 shares of TorreyPines’ common stock outstanding immediately prior to the effective time of the Merger represent one share of TorreyPines’ common stock, and TorreyPines’ board of directors adopted an amendment to TorreyPines’ certificate of incorporation to effect the reverse stock split in accordance with the Split Ratio. The Charter Amendment became effective at 8:01 PM (EDT) on September 29, 2009. Upon the effectiveness of the Charter Amendment, the shares of TorreyPines’ common stock (including such common stock underlying warrants and options exercisable for TorreyPines’ common stock) immediately prior to such time were reclassified into a smaller number of shares, such that a pre-Merger stockholder of TorreyPines now owns one new share of Raptor common stock for each 17 shares of issued TorreyPines common stock held by such stockholder immediately prior to such time. Warrants and options exercisable for TorreyPines’ common stock were similarly affected as further described in Item 1.01 under the section titled, “Background” of this Current Report on Form 8-K. The Merger became effective at 8:02 PM (EDT) on September 29, 2009 and the common stock of Raptor began trading on the NASDAQ Capital Market on a post-reverse-split basis on September 30, 2009 under the new ticker symbol, “RPTP”. Pursuant to the regulations of the NASDAQ Capital Market, for the first 20 trading days after the Merger, the ticker symbol will be “RPTPD.” The information set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment and the Certificate of Merger that, respectively, effectuated the name change, reverse stock split and Merger as described herein, which were filed with the Secretary of State of the State of Delaware and became effective after the close of the NASDAQ Capital Market on September 29, 2009 in accordance with their respective terms. Such documents are attached hereto as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.

 

Stock Certificate  

 

Prior to the Merger, and subject to it becoming effective, the board of directors of TorreyPines adopted a new form of stock certificate representing Raptor’s common stock after the effective time of the reverse stock split and the Merger such that such stock certificate became the stock certificate of Raptor immediately after the Merger. The form of stock certificate is filed as Exhibit 4.7 to this Current Report on Form 8-K and is incorporated herein by reference.

 

This excerpt taken from the TPTX 8-K filed Jul 28, 2009.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth above under Item 1.01 with respect to the Rights Agreement Amendment is incorporated herein by reference.

Additional Information about the Merger and Where to Find It

In connection with the Merger described herein, TorreyPines will file a registration statement on Form S-4 with the SEC, which will include a joint proxy statement/prospectus of Raptor and TorreyPines.. Investors and security holders of Raptor and TorreyPines are urged to read the joint proxy statement/prospectus (including any amendments or supplements thereto) regarding the Merger when it


becomes available because it will contain important information about Raptor, TorreyPines and the Merger. TorreyPines’ stockholders will be able to obtain a copy of the joint proxy statement/prospectus, as well as other filings containing information about Raptor and TorreyPines, without charge, at the SEC’s Internet website (www.sec.gov). Copies of the joint proxy statement/prospectus and TorreyPines’ filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to TorreyPines Therapeutics, Inc., 11085 North Torrey Pines Road, Suite 300, La Jolla, CA 92037, Attention: Investor Relations or at the email address: cjohnson@tptxinc.com.

In addition to the registration statement and related joint proxy statement/prospectus, TorreyPines files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by Ra TorreyPines tor at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. TorreyPines’ filings with the SEC are also available to the public from commercial document-retrieval services and at SEC’s website at www.sec.gov, and from investor relations at TorreyPines at the address above.

Participants in the Solicitation

Raptor, TorreyPines, Merger Sub and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of TorreyPines in connection with the Merger. Information regarding the special interests of these directors and executive officers in the Merger will be included in the joint proxy statement/prospectus described above.

Additional information regarding the directors and executive officers of TorreyPines is also included in TorreyPines’ Annual Report on Form 10-K for the year ended December 31, 2008 which was filed with the SEC on March 27, 2009. This document is available free of charge at the SEC’s web site at www.sec.gov and from Investor Relations at TorreyPines at the address above.

This excerpt taken from the TPTX 8-K filed Oct 10, 2006.

Item 3.03. Material Modification to Rights of Security Holders.

 

On October 5, 2006, the Board adopted a new a form of stock certificate representing its common stock on and after the effective time of the Merger. The form of stock certificate is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

This excerpt taken from the TPTX 8-K filed Jun 12, 2006.

Item 3.03 Material Modification to Rights of Security Holders.

 

The information set forth above under Item 1.01 with respect to the Rights Agreement Amendment is incorporated herein by reference.

 

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Additional Information about the Merger and Where to Find It

In connection with the merger, Axonyx and TorreyPines Therapeutics intend to file relevant materials with the Securities and Exchange Commission (SEC), including a registration statement on Form S-4 that will contain a prospectus and a joint proxy statement.  Investors and security holders of Axonyx and TorreyPines Therapeutics are urged to read these materials when they become available because they will contain important information about Axonyx, TorreyPines Therapeutics and the merger.  The proxy statement, prospectus and other relevant materials (when they become available), and any other documents filed by Axonyx with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov.  In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Axonyx by directing a written request to: Axonyx, 500 Seventh Avenue, 10th Floor, New York, NY 10018, Attention: Investor Relations. Investors and security holders are urged to read the proxy statement, prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the merger.

 

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

 

Participants in the Solicitation

Axonyx and its directors and executive officers and TorreyPines Therapeutics and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Axonyx in connection with the proposed transaction. Information regarding the special interests of these directors and executive officers in the merger transaction will be included in the proxy statement/prospectus referred to above. Additional information regarding the directors and executive officers of Axonyx is also included in Axonyx's Annual Report on Form 10-K for the year ended December 31, 2005, which was filed with the SEC on March 16, 2006. This document is available free of charge at the SEC’s web site (www.sec.gov ) and from Investor Relations at Axonyx at the address described above.

 

This excerpt taken from the TPTX 8-K filed May 16, 2005.

Item 3.03  Material Modification to Rights of Security Holders.

See disclosure above under Item 1.01, which is incorporated by reference herein.

Item 9.01  Financial Statements and Exhibits.           

   
99.1 Press release of Axonyx Inc. dated May 16, 2005
   
99.2 Rights Agreement, dated as of May 13, 2005, between Axonyx Inc. and The Nevada Agency and Trust Company, as Rights Agent
 
99.3 Certificate of Designation of the Voting Powers, Designation, Preferences and Relative, Participating, Optional or Other Special Rights and Qualifications, Limitations and Restrictions of the Series A Preferred Stock (incorporated by reference to Exhibit A of the Rights Agreement filed as Exhibit 99.2 herewith)

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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 on this 16th day of May, 2005.

 
 
   AXONYX INC.
 
     
  By:  /s/ S. Colin Neill
   
  Name: S. Colin Neill
  Title: Chief Financial Officer

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