Synvista Therapeutics, Inc. - Current report filing (8-K)
25 Julio 2008 - 5:04AM
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): July 22, 2008
SYNVISTA
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-16043
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13-3304550
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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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221
West Grand Avenue
Montvale,
New Jersey 07645
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (201) 934-5000
___________________________________
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):
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¨
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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)
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¨
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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
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
(a),
(b),
(c), (d) and (f): Not applicable.
(e)
On
July
22, 2008, at the annual meeting of stockholders of Synvista Therapeutics, Inc.
(the “Company”), stockholders of the Company approved an amendment to the
Synvista 2005 Stock Plan (the “Plan”), that increased the number of shares of
common stock reserved for issuance under the Plan from 1,060,000 shares to
2,000,000 shares.
ITEM
5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
(a)
On
July
22, 2008, at the annual meeting of stockholders of the Company, stockholders
of
the Company approved an amendment to the Company’s Restated Certificate of
Incorporation to decrease the number of shares of common stock authorized for
issuance from 300,000,000 to 150,000,000. A copy of the Certificate of Amendment
of Restated Certificate of Incorporation is attached hereto as Exhibit 3.1
and
incorporated herein by reference.
(b)
Not
applicable.
ITEM
9.01
FINANCIAL
STATEMENTS AND EXHIBITS.
(d)
Exhibits.
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Exhibit
Number
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Description
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3.1
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Certificate
of Amendment of Restated Certificate of Incorporation of Synvista
Therapeutics,
Inc.
dated July 22, 2008.
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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.
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SYNVISTA
THERAPEUTICS, INC.
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Dated:
July 24, 2008
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/s/
Noah
Berkowitz, M.D., Ph.D.
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Noah
Berkowitz, M.D., Ph.D.
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President
and Chief Executive
Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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3.1
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Certificate
of Amendment of Restated Certificate of Incorporation of Synvista
Therapeutics,
Inc.
dated July 22, 2008.
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