8-K 1 a07-31273_28k.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):  December 13, 2007

 

ADVANCED LIFE SCIENCES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction

of incorporation)

 

000-51436

(Commission

File Number)

 

30-0296543

(I.R.S. Employer

Identification No.)

 

 

 

1440 Davey Road

Woodridge, Illinois 60517

(Address of principal executive offices)

 

60517

(Zip Code)

 

(630) 739-6744

(Registrant’s telephone number, including area code)

 

N/A

(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:

 

        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 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On December 13, 2007, the Board of Directors of Advanced Life Sciences Holdings, Inc. (the “Corporation”) amended Article VI of the Corporation’s By-laws, effective as of December 13, 2007, to facilitate the issuance of uncertificated shares of its common stock.  The By-laws were amended in order for the Corporation to become eligible to participate in a Direct Registration Program, as required by NASDAQ Rule 4350(l).  The Direct Registration Program allows investors to have securities registered in their names without the issuance of physical certificates and allows investors to electronically transfer securities to broker-dealers in order to effect transactions without the risks and delays associated with transferring physical certificates.

 

The text of the amendment to the By-laws is filed as Exhibit 3.1 to this current report.

 

Item 9.01 Financial Statements and Exhibits.

 

 

(d)

Exhibits:

 

 

 

 

 

 

 

 

Exhibit No.

 

Description

 

 

 

 

 

 

 

3.1

 

Amendment to the By-Laws of Advanced Life Sciences Holdings, Inc., dated December 13, 2007

 

 

 

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.

 

 

ADVANCED LIFE SCIENCES HOLDINGS, INC.

 

 

 

 

 

 

 

 

 

Date: December 14, 2007

By:

/s/ Michael T. Flavin

 

 

Name:

Michael T. Flavin

 

 

Title:

Chairman and Chief Executive Officer

 

 

 

3



 

EXHIBIT INDEX

 

 

Exhibit No.

 

Description

 

 

 

 

 

 

 

3.1

 

Amendment to the By-Laws of Advanced Life Sciences Holdings, Inc., dated December 13, 2007

 

 

 

 

4