-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H6cg62BprGQnGoXz2wKmvi0Jhd9W+xzPZ9JQvFnwnG3lmrn0/8KsPIsIlJq2YGUT sxxAdjyREeIB/OfbZ5DmJQ== 0001104659-09-036952.txt : 20090605 0001104659-09-036952.hdr.sgml : 20090605 20090605161437 ACCESSION NUMBER: 0001104659-09-036952 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090603 ITEM INFORMATION: Other Events FILED AS OF DATE: 20090605 DATE AS OF CHANGE: 20090605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HELICOS BIOSCIENCES CORP CENTRAL INDEX KEY: 0001274563 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 050587367 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33484 FILM NUMBER: 09877297 BUSINESS ADDRESS: STREET 1: ONE KENDALL SQUARE STREET 2: BUILDING 700 CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-649-0540 MAIL ADDRESS: STREET 1: ONE KENDALL SQUARE STREET 2: BUILDING 700 CITY: CAMBRIDGE STATE: MA ZIP: 02139 8-K 1 a09-15041_18k.htm 8-K

 

 

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): June 3, 2009

 

 

HELICOS BIOSCIENCES CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware

 

001-33484

 

05-0587367

(State or Other Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

One Kendall Square
Building 700
Cambridge, Massachusetts

 

02139

(Address of Principal Executive Offices)

 

(Zip Code)

 

(617) 264-1800

(Registrant’s 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 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 8.01                                             Other Events.

 

Submission of Matters to a Vote of Security Holders

 

                                                On June 3, 2009, Helicos BioSciences Corporation (“Helicos” or the “Company”) held its 2009 Annual Meeting of Stockholders.  Out of 64,655,624 shares of common stock entitled to vote at the annual meeting, 61,774,921 shares were present in person or represented by proxy.  The matters voted on and the results of the vote were as follows:

 

(a)                                  Peter Barrett, PhD, Robert F. Higgins and Theo Melas-Kyriazi were elected to continue to serve as the Company’s directors until the 2012 annual meeting of stockholders or until their successors are duly elected and qualified.  The results of the vote were as follows:

 

 

 

For

 

Withheld

 

Peter Barrett, PhD

 

60,455,886

 

1,319,035

 

Robert F. Higgins

 

60,789,219

 

985,702

 

Theo Melas-Kyriazi

 

61,558,019

 

216,902

 

 

(b)                                 The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2009 was ratified.  The results of the vote were as follows:

 

For

 

Against

 

Abstain

 

Non-Votes

 

61,733,716

 

476

 

40,729

 

0

 

 

(c)                                  The removal of certain share issuance limitations in warrants to purchase common stock issued in December 2008 was approved.  The results of the vote were as follows:

 

For

 

Against

 

Abstain

 

Non-Votes

 

57,725,664

 

56,227

 

27,265

 

3,965,765

 

 

(d)                                 The amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding common stock at an exchange ratio of (i) one-for-10, (ii) one-for-25 or (iii) any amount in between one-for-10 and one-for-25 and to authorize the Company’s Board of Directors to implement the reverse stock split at any time prior to the 2010 annual meeting of stockholders was approved.  The results of the vote were as follows:

 

For

 

Against

 

Abstain

 

Non-Votes

 

61,178,089

 

575,748

 

21,084

 

0

 

 

(e)                                  The amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 120,000,000 to 200,000,000 and authorize the Company’s Board of Directors to implement the increase in the number of authorized shares at any time prior to the 2010 annual meeting of stockholders if the reverse stock split is not implemented was approved.  The results of the vote were as follows:

 

For

 

Against

 

Abstain

 

Non-Votes

 

60,919,412

 

828,083

 

27,426

 

0

 

 

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.

 

 

 

HELICOS BIOSCIENCES CORPORATION

 

 

 

 

 

 

 

By:

/s/ Stephen P. Hall

Date: June 5, 2009

Name:

Stephen P. Hall

 

Title:

Senior Vice President and Chief Financial

 

 

Officer

 

3

 -----END PRIVACY-ENHANCED MESSAGE-----