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): February 25, 2014
BIOSPECIFICS TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34236 | 11-3054851 |
| (State or Other Jurisdiction | (Commission File Number) | (I.R.S. Employer |
| Of Incorporation) | Identification No.) |
35 Wilbur Street
Lynbrook, NY 11563
(Address of
Principal Executive Office) (Zip Code)
516.593.7000
(Registrant’s telephone number,
including area code)
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))
INTRODUCTORY COMMENT
Throughout this Current Report on Form 8-K, the terms “we,” “us,” “our” and “Company” refer to BioSpecifics Technologies Corp.
| ITEM 5.03 | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR |
Amendment to Bylaws
On February 25, 2014, the Board of Directors of the Company approved an amendment (the “Amendment”) to its Amended and Restated Bylaws, dated as of December 4, 2006 (the “Amended Bylaws”), effective February 25, 2014, to add a forum selection provision for the adjudication of certain disputes. The new provision provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of fiduciary duty owed by, or other wrongdoing by, any director, officer, employee or agent of the Company to the Company or the Company’s stockholders, creditors or other constituents, (c) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the certificate of incorporation or Amended Bylaws of the Company, (d) any action to interpret, apply, enforce or determine the validity of the certificate of incorporation or the Amended Bylaws of the Company, or (e) any action asserting a claim governed by the internal affairs doctrine.
The foregoing summary of the Amendment is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.
| ITEM 8.01 | OTHER EVENTS |
The Board of Directors of the Company has set June 24, 2014 as the date of the 2014 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held at the New York offices of Bingham McCutchen LLP, located at 399 Park Avenue, New York, New York 10022. Stockholders of record as of the close of business on April 25, 2014 will be eligible to vote at the Annual Meeting.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits |
| 3.1 | Amendment to Amended and Restated Bylaws of the Company |
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.
| Date: February 26, 2014 | BIOSPECIFICS TECHNOLOGIES CORP. |
| —————————————————— | |
| (Registrant) | |
| /s/ Thomas L. Wegman | |
| —————————————————— | |
| Thomas L. Wegman | |
| President |
EXHIBIT INDEX
| Exhibit No. | Description |
| 3.1 | Amendment to Amended and Restated Bylaws of the Company |
Exhibit 3.1
BIOSPECIFICS TECHNOLOGIES CORP.
AMENDMENT TO THE AMENDED AND RESTATED BY-LAWS
This AMENDMENT (this “Amendment”) to the Amended and Restated By-Laws (the “ByLaws”) of BioSpecifics Technologies Corp., a Delaware corporation (the “Company”), was adopted by resolution of the Board of Directors of the Company on February 25, 2014 (the “Effective Date”). Effective from and after the Effective Date, the By-Laws are hereby amended as follows:
| 1. |
The following new Section 7.11 is hereby added to the By-Laws: |
“Section 7.11. Forum for Adjudication of Disputes. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of fiduciary duty owed by, or other wrongdoing by, any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, creditors or other constituents, (c) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware or the Certificate of Incorporation or these By-Laws of the Corporation, (d) any action to interpret, apply, enforce or determine the validity of the Certificate of Incorporation or these By-Laws of the Corporation or (e) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery of the State of Delaware having personal jurisdiction over the indispensable parties named as defendants therein; provided that if and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state or federal court sitting in the State of Delaware. To the fullest extent permitted by applicable law, any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 7.11. If any provision or provisions of this Section 7.11 shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 7.11 (including, without limitation, each portion of any sentence of this Section 7.11 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.”
Except to the extent amended hereby, all of the terms, provisions and conditions set forth in the By-Laws are hereby ratified and confirmed and shall remain in full force and effect. The By-Laws and this Amendment shall be read and construed together as a single instrument.
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