8-K: Current report filing
Published on October 15, 2009
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): October 9, 2009
CRYOPORT, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-51578
|
88-0313393
|
||
|
(State
of other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
||
|
20382
Barents Sea Circle, Lake Forest,
California 92630
|
||||
|
(Address
of Principal Executive Offices)
|
||||
|
Registrant’s
telephone number, including area code: (949)
470-2300
|
||||
|
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 (see General Instruction A.2 below):
|
|
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.14d-2(b))
|
|
|
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
|
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
October 9, 2009, at the 2009 Annual Meeting of Stockholders (the “Annual
Meeting”) of CryoPort, Inc. (the “Company”), the Company’s stockholders adopted
the CryoPort, Inc. 2009 Stock Incentive (the “2009 Incentive Plan”), which
previously had been approved by the Company’s Board of Directors on August 31,
2009, subject to shareholder approval. The 2009 Incentive Plan
provides for the grant of incentive stock options, nonqualified stock options,
restricted stock rights, restricted stock, performance share units, performance
shares, performance cash awards, stock appreciation rights, and stock grant
awards (collectively, “Awards”) to employees, officers, consultants and
independent contractors of the Company. The Company’s Compensation and
Governance Committee or such other committee as may be designated by the Board
has the authority to determine the type of Award as well as the amount, terms
and conditions of each Award under the 2009 Incentive Plan, subject to the
limitations and other provisions of the 2009 Incentive Plan.
The
purpose of the 2009 Incentive Plan is to promote the interest and long-term
success of the Company and its stockholders by providing an incentive to
attract, retain and reward persons performing services for the Company and by
motivating such persons to contribute to the continued growth and profitability
of the Company.
A total
of 12,000,000 shares of the Company’s common stock is authorized for the
granting of Awards under the 2009 Incentive Plan. The number of shares available
for Awards, as well as the terms of outstanding Awards are subject to adjustment
as provided in the 2009 Incentive Plan for stock splits, stock dividends,
recapitalizations and other similar events.
Awards
may be granted under the 2009 Incentive Plan until October 9, 2019 or until all
shares available for Awards under the 2009 Incentive Plan have been purchased or
acquired unless the stockholders of the Company vote to approve an extension of
the 2009 Incentive Plan prior to such expiration date.
This
summary of the 2009 Incentive Plan is qualified in its entirety by reference to
the full text of the 2009 Incentive Plan, a copy of which is attached hereto as
Exhibit 10.21 and incorporated herein by this reference. In addition,
a more detailed summary of the 2009 Incentive Plan can be found in the Company’s
Proxy Statement for the Annual Meeting filed with the Securities and Exchange
Commission on September 11, 2009, and is incorporated herein by this
reference. A copy of the form of Incentive Stock Option Award
Agreement under the CryoPort, Inc. 2009 Stock Incentive Plan is attached hereto as
Exhibit 10.22 and incorporated herein by this reference.
|
Item
5.03.
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
|
On
October 9, 2009, the Board of the Company approved and adopted certain
amendments to the Company’s Amended and Restated Bylaws (the “Bylaw Amendment”)
(i) to permit the issuance and transfer of uncertificated shares of its stock,
and (ii) to require the Company’s stockholders to provide advance notice of
business to be brought before a meeting of the Company’s
stockholders. The Bylaw Amendment was effective on October 9,
2009.
The Board approved the Bylaw Amendment
to permit uncertificated shares in response to NASDAQ Marketplace Rules which
require that all companies listed on NASDAQ be eligible to participate in a
Direct Registration Program operated by a clearing agency registered under the
Securities Exchange Act of 1934, as amended. A Direct Registration
Program permits investors to have securities registered in their name without
having a physical stock certificate issued. Although the Company’s
stock is currently traded on the OTC Bulletin Board Market, the Company desires
to list its stock on The NASDAQ Stock Market. The Company’s prior
Amended and Restated Bylaws did not prohibit the issuance of uncertificated
shares of the Company’s stock, however the Board decided to approve and adopt
the amendments described herein to expressly permit the issuance of
uncertificated shares.
In
addition, the Board approved the Bylaw Amendment to require the Company’s
stockholders to provide advance notice of business to be brought before a
meeting of the Company’s stockholders to ensure that meetings of the Company’s
stockholders are conducted in an orderly and professional
manner.
The
description of the amendments approved and adopted by the Board and the Bylaw
Amendment contained in this report is qualified in its entirety by reference to
(i) the full text of the Certificate of Amendment of Amended and Restated Bylaws
of the Company, a copy of which is attached hereto as Exhibit 3.18 and
incorporated herein by reference, and (ii) the full text of the prior Amended
and Restated Bylaws of the Company, a copy of which was filed on February 23,
2006 with the Securities and Exchange Commission as Exhibit 3.5 to the Company’s
Form 10-SB/A4 and incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
|
Exhibit No.
|
|
Description
|
|
3.18
|
Certificate
of Amendment of Amended and Restated Bylaws of CryoPort, Inc.
|
|
|
10.21
|
CryoPort,
Inc. 2009 Stock Incentive Plan
|
|
|
10.22
|
Form
of Incentive Stock Option Award Agreement under the CryoPort, Inc. 2009
Stock Incentive Plan
|
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.
| CRYOPORT, INC. | |||
|
Date:
October 15, 2009
|
By:
|
/s/ Larry G. Stambaugh | |
| Larry G. Stambaugh | |||
| Chief Executive Officer and Chairman | |||
Exhibit
Index
|
Exhibit No.
|
|
Description
|
|
3.18
|
Certificate
of Amendment of Amended and Restated Bylaws of CryoPort, Inc.
|
|
|
10.21
|
CryoPort,
Inc. 2009 Stock Incentive Plan
|
|
|
10.22
|
Form
of Incentive Stock Option Award Agreement under the CryoPort, Inc. 2009
Stock Incentive Plan
|