-----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, DRc/i3DFx4fS6hx/kEgBb5p7OCFgHoggFy8CGWz6dOjx5maC6A2WYzxVWb/c8MS4 SAtS5BkuwsGtu9kNuFDGfQ== /in/edgar/work/20000912/0000931763-00-002147/0000931763-00-002147.txt : 20000922 0000931763-00-002147.hdr.sgml : 20000922 ACCESSION NUMBER: 0000931763-00-002147 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000718 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000912 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CYTRX CORP CENTRAL INDEX KEY: 0000799698 STANDARD INDUSTRIAL CLASSIFICATION: [2836 ] IRS NUMBER: 581642740 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-15327 FILM NUMBER: 721463 BUSINESS ADDRESS: STREET 1: 154 TECHNOLOGY PKWY STREET 2: TECHNOLOGY PARK/ATLANTA CITY: NORCROSS STATE: GA ZIP: 30092 BUSINESS PHONE: 4043689500 MAIL ADDRESS: STREET 1: 154 TECHNOLOGY PARKWAY CITY: NORCROSS STATE: GA ZIP: 30092 8-K 1 0001.txt FORM 8-K 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): July 18, 2000 CYTRX CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 000-15327 58-1642750 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.)
154 Technology Parkway Norcross, Georgia 30092 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (770) 368-9500 Not applicable (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. On July 18, 2000, CytRx Corporation (the "Corporation") filed a Certificate of Amendment to Restated Certificate of Incorporation ("Certificate of Amendment") with the Secretary of State of Delaware. The Certificate of Amendment increased the total number of shares of common stock, par value $.001 per share, that the Corporation has authority to issue to Fifty Million (50,000,000). A copy of the Certificate of Amendment to Restated Certificate of Incorporation is filed as Exhibit 3.1 hereto and a copy of the Restated Certificate of Incorporation is filed as Exhibit 3.2 hereto. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Business Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) The following exhibits are filed as part of this Current Report on Form 8-K: EXHIBIT NO. DESCRIPTION ----------- ----------- 3.1 Certificate of Amendment to Restated Certificate of Incorporation 3.2 Restated Certificate of Incorporation of the Registrant (Incorporated herein by reference to Exhibit 3.1 to the Registrant's registration statement on Form S-3 filed November 5, 1997, Registration No. 333-39607) -2- SIGNATURE 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. CYTRX CORPORATION By: /s/ Mark W. Reynolds ------------------------------ Name: Mark W. Reynolds --------------------------- Title: Vice President, Finance --------------------------- Dated: September 12, 2000 -3- EX-3.1 2 0002.txt CERTIFICATE OF AMENDMENT EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION OF CYTRX CORPORATION CytRx Corporation, a Delaware corporation (the "Company"), hereby certifies that: 1. The following resolution has been unanimously adopted by the Company's Board of Directors and has been approved by the holders of a majority of the Company's outstanding common stock in accordance with the Delaware General Corporation Law for the purpose of amending the Company's Restated Certificate of Incorporation: RESOLVED, that the Restated Certificate of Incorporation of the Corporation be amended by deleting in its entirety the Fourth Article and by replacing it with the following: "FOURTH: The total number of shares of all classes of stock that the corporation shall have the authority to issue is Fifty Million One Thousand (50,001,000), of which Fifty Million (50,000,000) shall be common stock, par value $.001 per share (the "Common Stock") and One Thousand (1,000) shall be preferred stock, par value $.01 per share (the "Preferred Stock"). The Board of Directors is hereby authorized, subject to any limitations prescribed by law, to provide for the issuance of the shares of Preferred Stock in series, and by filing a Certificate pursuant to the applicable law of the State of Delaware (hereinafter referred to as a "Preferred Stock Designation"), to establish from time to time the number of shares to be included in each such series, and to fix the designations, powers, preferences, and rights of the shares of each such series, and any qualifications, limitations or restrictions thereof." 2. The above amendment was duly adopted by the Company in accordance with the provisions of Section 242 of the Delaware General Corporation Law. IN WITNESS WHEREOF, CytRx Corporation has caused this Certificate of Amendment to be signed by a duly authorized officer on this 17th day of July, ---- 2000. CytRx Corporation By: /s/ Mark W. Reynolds -------------------- Name: Mark W. Reynolds ---------------- Title: V.P. Finance & Corporate Secretary ---------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----