Delaware
|
44 Montgomery Street, Suite 800
|
68-0370244
|
(State or Other Jurisdiction of Incorporation or Organization)
|
San Francisco, California 94104
(415) 248-5350
|
(I.R.S. Employer Identification Number)
|
|
(Address, Including Zip Code, and Telephone Number,
|
|
|
Including Area Code, of Registrant's Principal Executive Offices)
|
|
Large Accelerated Filer ¨
|
|
Accelerated Filer ¨
|
|
|
|
Non-Accelerated Filer ¨ (Do not check if a smaller reporting company)
|
|
Smaller reporting company x
|
ITEM 16.
|
INDEX TO EXHIBITS.
|
Number
|
Exhibit
|
1.1
|
Sales Agreement, dated December 20, 2013, by and between Registrant and Cantor Fitzgerald & Co.*
|
2.1
|
Agreement and Plan of Merger, dated June 29, 2012, by and among Registrant, CLBR Acquisition Corp., CollabRx, Inc. and CommerceOne, as Stockholders’ Representative, filed as Exhibit 10.1 to the Current Report on Form 8-K filed on July 5, 2012 and incorporated herein by reference.
|
3.1
|
Certificate of Incorporation, as amended, of the Registrant, filed as Exhibit 3.1 to the Quarterly Report on Form 10-Q filed on November 14, 2013 and incorporated herein by reference.
|
3.2
|
Certificate of Designations of Series A Junior Participating Cumulative Preferred Stock of the Registrant, filed as Exhibit 3.1 to the Current Report on Form 8-K filed on April 14, 2011 and incorporated herein by reference.
|
3.3
|
Restated Bylaws of Registrant, filed as Exhibit 3.2 to the Current Report on Form 8-K filed on November 3, 2006 and incorporated herein by reference.
|
4.1
|
Shareholder Rights Agreement, dated as of April 13, 2011, between Registrant and Registrar and Transfer Company, LLC, as Rights Agent, filed as Exhibit 4.1 to the Current Report on Form 8-K filed on April 14, 2011 and incorporated herein by reference.
|
4.2
|
Form of Certificate for Common Stock filed as Exhibit 4.1 to Registrant’s Registration Statement on Form S-1 (SEC File No. 033-84702), filed on October 3, 1994 and incorporated herein by reference.
|
4.3
|
Stockholders Agreement, dated July 12, 2012, by and among Registrant and the stockholders identified therein, filed as Exhibit 10.4 to the Current Report on Form 8-K filed on July 18, 2012 and incorporated herein by reference.
|
5.1
|
Opinion of Goodwin Procter LLP.
|
23.1
|
Consent of Goodwin Procter LLP. (included in Exhibit 5.1)
|
23.2
|
Consent of Burr Pilger Mayer, Inc., Independent Registered Public Accounting Firm.*
|
24.1
|
Power of Attorney*
|
*
|
Previously filed.
|
|
|
COLLABRX, INC.
|
|
|
|
|
|
|
By
|
/s/ Thomas R. Mika
|
|
|
|
Thomas R. Mika
|
|
|
|
President & Chief Executive Officer
|
|
SIGNATURE
|
TITLE
|
/s/ Thomas R. Mika
|
President & Chief Executive Officer, Acting Chief
|
Thomas R. Mika
|
Financial Officer and Chairman of the Board of
|
Directors | |
|
(Principal Financial and Accounting Officer and
|
Principal Executive Officer) | |
*
|
|
Jeffrey M. Krauss
|
Director
|
*
|
|
Carl Muscari
|
Director
|
*
|
|
Gilbert Bellini
|
Director
|
*
|
|
James Karis
|
Director
|
* By:
|
/s/ Thomas R. Mika
|
|
Attorney-in-Fact
|
Number
|
Exhibit
|
|
|
1.1
|
Sales Agreement, dated December 20, 2013, by and between Registrant and Cantor Fitzgerald & Co.*
|
2.1
|
Agreement and Plan of Merger, dated June 29, 2012, by and among Registrant, CLBR Acquisition Corp., CollabRx, Inc. and CommerceOne, as Stockholders’ Representative, filed as Exhibit 10.1 to the Current Report on Form 8-K filed on July 5, 2012 and incorporated herein by reference.
|
3.1
|
Certificate of Incorporation, as amended, of the Registrant, filed as Exhibit 3.1 to the Quarterly Report on Form 10-Q filed on November 14, 2013 and incorporated herein by reference.
|
3.2
|
Certificate of Designations of Series A Junior Participating Cumulative Preferred Stock of the Registrant, filed as Exhibit 3.1 to the Current Report on Form 8-K filed on April 14, 2011 and incorporated herein by reference.
|
3.3
|
Restated Bylaws of Registrant, filed as Exhibit 3.2 to the Current Report on Form 8-K filed on November 3, 2006 and incorporated herein by reference.
|
4.1
|
Shareholder Rights Agreement, dated as of April 13, 2011, between Registrant and Registrar and Transfer Company, LLC, as Rights Agent, filed as Exhibit 4.1 to the Current Report on Form 8-K filed on April 14, 2011 and incorporated herein by reference.
|
4.2
|
Form of Certificate for Common Stock filed as Exhibit 4.1 to Registrant’s Registration Statement on Form S-1 (SEC File No. 033-84702), filed on October 3, 1994 and incorporated herein by reference.
|
4.3
|
Stockholders Agreement, dated July 12, 2012, by and among Registrant and the stockholders identified therein, filed as Exhibit 10.4 to the Current Report on Form 8-K filed on July 18, 2012 and incorporated herein by reference.
|
Opinion of Goodwin Procter LLP.
|
|
23.1
|
Consent of Goodwin Procter LLP. (included in Exhibit 5.1)
|
23.2
|
Consent of Burr Pilger Mayer, Inc., Independent Registered Public Accounting Firm.*
|
24.1
|
Power of Attorney*
|
· | Previously filed. |
![]() |
Goodwin Procter LLP
Counselors at Law
|
|
135 Commonwealth Drive |
Menlo Park, CA 94025 | |
T: 650.752.3100 | |
F: 650.853.1038 |
Re: | Securities Registered under Registration Statement on Form S-3 |
![]() |
|
|
Very truly yours,
|
|
|
|
/s/ Goodwin Procter LLP
|
|
|
|
GOODWIN PROCTER LLP
|