0001144204-12-001693.txt : 20120110 0001144204-12-001693.hdr.sgml : 20120110 20120110171018 ACCESSION NUMBER: 0001144204-12-001693 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120105 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20120110 DATE AS OF CHANGE: 20120110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CYBERDEFENDER CORP CENTRAL INDEX KEY: 0001377720 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 651205833 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34764 FILM NUMBER: 12520578 BUSINESS ADDRESS: STREET 1: 617 WEST 7TH STREET STREET 2: SUITE 1000 CITY: LOS ANGELES STATE: CA ZIP: 90017 BUSINESS PHONE: 213-689-8631 MAIL ADDRESS: STREET 1: 617 WEST 7TH STREET STREET 2: SUITE 1000 CITY: LOS ANGELES STATE: CA ZIP: 90017 8-K 1 v245155_8k.htm FORM 8-K Unassociated Document

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): January 5, 2012
 
 
CYBERDEFENDER CORPORATION
(Exact name of Company as specified in Charter)
 
Delaware
  
333-138430
  
65-1205833
(State or other jurisdiction of
incorporation or organization)
  
(Commission File No.)
  
(IRS Employee Identification No.)
 
617 West 7th Street, Suite 1000
Los Angeles, California 90017
 (Address of Principal Executive Offices)
 
213-689-8631
(Issuer Telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company 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 CFR240.14a-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 240.13(e)-4(c))

 
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Item 5.07
Submission of Matters to a Vote of Security Holders.
 
Set forth below are the voting results for each of the four proposals submitted to the stockholders of CyberDefender Corporation (the “Company”) at its Special Meeting of Stockholders held on January 5, 2012.  The four proposals are summarized below and are described in detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on November 25, 2011.

At the Special Meeting, each of the four proposals received the requisite vote of the stockholders for approval.  The Company’s stockholders duly approved:
 
  1.
An amendment to the Company’s Certificate of Incorporation to effect a  reverse split of CyberDefender’s issued and outstanding shares of common stock at a ratio in the range of between 1-for-2 and 1-for-10, which ratio shall be determined by the Company’s Board of Directors (“the Board”) in its sole discretion, which amendment was approved by the Board on November 5, 2011;
  
 
  2.
An amendment to the Company’s Amended and Restated 2006 Equity Incentive Plan to increase by 4,000,000 the number of shares of common stock reserved for issuance under the plan to an aggregate of 6,875,000 shares, which amendment was approved by the Board on November 5, 2011;
  
 
  3.
In accordance with the requirements of Rule 5635 of the Rules of The Nasdaq Stock Market, the terms of the Securities Purchase Agreements and the Company’s 9% Subordinated Convertible Promissory Notes which have been issued to two of the Company's independent directors; and
  
 
  4.
In accordance with the requirements of Rule 5635 of the Rules of The Nasdaq Stock Market, the issuance of units consisting of 10.5% Subordinated Convertible Promissory Notes and warrants, together with certain conversion rights, exercise rights, and the grant of Board representation rights to a stockholder.
  
 
   
For
    
Against
    
Abstain
    
Broker Non-Votes
  
Proposal 1
     17,062,171       489,836       25,615       -  
Proposal 2  
     9,792,172       221,441       27,844       7,536,165  
Proposal 3
    9,979,311       34,452       27,694       7,536,165  
Proposal 4
    9,982,658       33,805       24,994       7,536,165  

 
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SIGNATURES

Dated:  January 10, 2012

 
CYBERDEFENDER CORPORATION
  
       
 
By:
  /s/ Kevin Harris
  
   
Kevin Harris, Interim Chief Executive Officer, Chief Financial Officer and Secretary
  

 
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