Sonus Pharmaceuticals Inc - Current report filing (8-K)
December 06 2007 - 4:34PM
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 4, 2007
SONUS PHARMACEUTICALS, INC.
(Exact name of
Registrant as Specified in Its Charter)
Delaware
|
|
0-26866
|
|
95-4343413
|
(State or other jurisdiction
|
|
(Commission
|
|
(IRS Employer
|
of incorporation)
|
|
File Number)
|
|
Identification No)
|
22026 20
th
Avenue S.E., Bothell, Washington 98021
(Address of principal executive offices)
(425) 487-9500
(Registrants telephone number, including area code)
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:
o
|
|
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
|
|
|
|
o
|
|
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
o
|
|
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
o
|
|
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 5.03.
|
|
Amendments to the Articles of Incorporation or Bylaws;
Change in Fiscal Year.
|
|
|
|
(a)
|
|
Amendment to Articles of Incorporation or Bylaws
|
On
August 8, 2006, the Securities and Exchange Commission approved a new NASDAQ
listing standard that requires listed companies to be eligible for
participation in a direct registration program operated by a clearing agency
registered under Section 17A of the Securities Exchange Act of 1934 by January
1, 2008. A direct registration program is a system for book-entry ownership of
shares or other securities in which the securities are owned, recorded and
transferred electronically without issuance of physical certificates evidencing
the securities. The Board of Directors of Sonus Pharmaceuticals, Inc. (the Company)
determined that, in order for the Company to be able to comply with the
requirement to be eligible for the direct registration program, and in order to
meet the new NASDAQ listing standards, it was necessary to amend the Companys
Amended and Restated Bylaws to provide authority to have uncertificated shares.
Accordingly, the Board unanimously approved an amendment to Section 7.1 of the
Companys Amended and Restated Bylaws, effective December 4, 2007, to permit
the issuance of uncertificated securities (the Amendment).
The foregoing description of the Amendment is not
intended to be complete, and is qualified in its entirety by reference to the
full text of the Certificate of Amendment of Bylaws of the Company, included as
Exhibit 3.2 hereto and incorporated herein by reference.
Item
9.01
|
|
Financial
Statements and Exhibits.
|
|
|
|
(d)
|
|
Exhibits.
|
Exhibit
Number
|
|
Description
|
|
|
|
3.2
|
|
Certificate of Amendment of Bylaws of
Sonus Pharmaceuticals, Inc.
|
2
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.
|
SONUS PHARMACEUTICALS, INC.
|
|
|
|
|
|
|
Date:
December 6, 2007
|
By:
|
/s/
Alan Fuhrman
|
|
|
|
Alan
Fuhrman
|
|
|
Senior
Vice President and Chief Financial Officer
|
3
Exhibit Index
Exhibit
Number
|
|
Description
|
|
|
|
3.2
|
|
Certificate of Amendment of Bylaws of
Sonus Pharmaceuticals, Inc.
|
4
Sonus (NASDAQ:SNUS)
Historical Stock Chart
From Apr 2024 to May 2024
Sonus (NASDAQ:SNUS)
Historical Stock Chart
From May 2023 to May 2024