Avant Immunotherapeutics Inc - Current report filing (8-K)
29 Septiembre 2008 - 4:02PM
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):
September 25,
2008
AVANT IMMUNOTHERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware
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0-15006
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13-3191702
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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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119 Fourth Avenue
Needham, Massachusetts 02494-2725
(Address of principal executive offices) (Zip Code)
(781) 433-0771
(Registrants telephone number, including area code)
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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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 (c) Appointment of Certain Officers.
On September 25, 2008, the Board of Directors of AVANT
Immunotherapeutics, Inc. (the Company) appointed Anthony S. Marucci, age
45, as the Companys Chief Executive Officer and President. Mr. Marucci had been serving as the
Companys Chief Executive Officer and President on an interim basis since May 2008
in addition to his role as Executive Vice President, Corporate Development, a
role which he assumed in March 2008 upon the consummation of the merger of
Callisto Merger Corporation (Merger Sub), a wholly owned subsidiary of the
Company with and into Celldex Therapeutics, Inc. (Celldex), a
privately-held company (the Merger).
Prior to the Merger, Mr. Marucci had been Celldexs Acting Chief
Executive Officer since October 2007 and its Vice President, Chief
Financial Officer, Treasurer and Secretary since May 2003. Mr. Marucci
was a founding officer of Celldex and led that companys acquisitions of the
business of Lorantis Limited and the assets of Alteris Therapeutics, Inc.,
which included the program which became Celldexs CDX-110 program. In addition,
he was Treasurer of Medarex from December 1998 to March 2004. Mr. Marucci
held a series of senior financial positions at Medarex since December 1998.
Mr. Marucci received his M.B.A. from Columbia University.
Item 8.01 Other Events.
The Company held its annual meeting on September 25, 2008 (2008
Annual Meeting) at which the matters described below were submitted to a vote
of the stockholders. 12,639,603 shares
of common stock out of 15,708,244 shares outstanding and entitled to vote were
present, either in person or by proxy, at the 2008 Annual Meeting, thereby
constituting a quorum.
At the 2008 Annual Meeting, the Company submitted a proposal to elect
the following seven nominees to the Board of Directors to serve until the next
Annual Meeting of Stockholders and until their respective successors shall have
been duly elected and qualified: Charles
R. Schaller, Herbert J. Conrad, Larry Ellberger, George O. Elston, Karen Shoos
Lipton, Rajesh B. Parekh and Harry H. Penner, Jr. The votes cast for or
withheld from each nominee were as follows:
Nominee:
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Votes For:
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Votes Withheld:
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Charles R. Schaller
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12,501,866
Shares
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137,737
Shares
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Herbert J. Conrad
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12,502,353
Shares
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137,250
Shares
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Larry Ellberger
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12,514,731
Shares
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124,872
Shares
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George O. Elston
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12,514,766
Shares
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124,837
Shares
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Karen Shoos Lipton
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12,502,631
Shares
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136,972
Shares
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Rajesh B. Parekh
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12,513,116
Shares
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126,487
Shares
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Harry H. Penner, Jr.
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12,478,807
Shares
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160,796
Shares
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2
At the 2008 Annual Meeting, the Company submitted a proposal to ratify
the appointment of PricewaterhouseCoopers LLP as the Companys independent
registered public accounting firm for the year ending December 31, 2008.
The votes cast for, against or abstaining from were as follows:
No. of Shares Voted
For:
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No. of Shares Voted
Against:
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No. of Abstentions:
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12,598,748
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35,406
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5,449
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At the 2008 Annual Meeting, the Company submitted a proposal amend its
Certificate of Incorporation to change its name to Celldex Therapeutics, Inc. The votes cast for, against or abstaining
from were as follows:
No. of Shares Voted
For:
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No. of Shares Voted
Against:
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No. of Abstentions:
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12,519,810
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106,830
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12,963
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The Company today announced that pursuant to the amended Certificate of
Incorporation approved by its stockholders at the 2008 Annual Meeting the
Company will change its name to Celldex Therapeutics, Inc. effective October 1,
2008 and that shares of its common stock will be listed under the ticker symbol
CLDX commencing October 1, 2008.
The Company also announced the appointment of Anthony S. Marucci as Chief
Executive Officer and President. A copy
of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
Exhibit
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Description
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99.1
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Press Release dated September 29, 2008
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3
SIGNATURE
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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AVANT IMMUNOTHERAPEUTICS, INC.
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Date: September 29, 2008
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By:
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/s/ Avery W. Catlin
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Avery W. Catlin
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Title: Senior Vice President and
Chief Financial Officer
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