UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 3, 2014
Aradigm Corporation
(Exact Name of Registrant as Specified in its Charter)
| California | 000-28402 | 94-3133088 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
| 3929 Point Eden Way, Hayward, California | 94545 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (510) 265-9000
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
EXPLANATORY NOTE
Aradigm Corporation (the “Company”) is filing this Form 8-K/A to file a corrected Exhibit 3.1 to the Company’s Form 8-K filed on February 4, 2014 (the “Original 8-K”). Exhibit 3.1 of the Original Form 8-K is hereby replaced in its entirety by Exhibit 3.1 of this Form 8-K/A.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 3.1 | Certificate of Correction to the Amendment to the Amended and Restated Articles of Incorporation of Aradigm Corporation, as amended. | |
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.
| ARADIGM CORPORATION | ||||
| Date: February 18, 2014 | By: | /s/ Nancy Pecota | ||
| Name: Nancy Pecota | ||||
| Title: Vice President, Finance and Chief Financial Officer and Corporate Secretary | ||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 3.1 | Certificate of Correction to the Amendment to the Amended and Restated Articles of Incorporation of Aradigm Corporation, as amended. | |
Exhibit 3.1
CERTIFICATE OF CORRECTION TO
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION
OF
ARADIGM CORPORATION
The undersigned certify that:
| 1. | They are the President and the Secretary, respectively, of Aradigm Corporation, a California corporation (the “Corporation”). |
| 2. | A Certificate of Amendment was filed with the Secretary of State of the State of California on August 23, 2013, and this Certificate of Amendment requires correction as follows: |
Paragraph 2 of the Certificate of Amendment is hereby corrected to read as follows:
This corporation is authorized to issue two classes of stock to be designated, respectively “Common Stock” and “Preferred Stock.” The total number of shares that the corporation is authorized to issue is 1,006,830,627 shares. 1,001,830,627 shares shall be Common Stock. 5,000,000 shares shall be Preferred Stock.”
| 3. | This Certificate is intended to correct the Certificate of Amendment and does not alter the wording of the resolutions adopted by the Board of Directors and by the shareholders of the Corporation. |
We declare under penalty of perjury under the laws of the State of California that the matters set forth in the foregoing Certificate are true and correct of our own knowledge.
Date: February 3, 2014
| By: | /s/ Igor Gonda | |
| Name: Igor Gonda | ||
| Title: President | ||
| By: | /s/ Nancy Pecota | |
| Name: Nancy Pecota | ||
| Title: Secretary | ||