0000950123-11-056717.txt : 20110606 0000950123-11-056717.hdr.sgml : 20110606 20110606100009 ACCESSION NUMBER: 0000950123-11-056717 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110601 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20110606 DATE AS OF CHANGE: 20110606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALSERES PHARMACEUTICALS INC /DE CENTRAL INDEX KEY: 0000094784 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 870277826 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-06533 FILM NUMBER: 11894120 BUSINESS ADDRESS: STREET 1: 239 SOUTH STREET CITY: HOPKINTON STATE: MA ZIP: 01748 BUSINESS PHONE: 508-497-2360 MAIL ADDRESS: STREET 1: 239 SOUTH STREET CITY: HOPKINTON STATE: MA ZIP: 01748 FORMER COMPANY: FORMER CONFORMED NAME: BOSTON LIFE SCIENCES INC /DE DATE OF NAME CHANGE: 19950706 FORMER COMPANY: FORMER CONFORMED NAME: GREENWICH PHARMACEUTICALS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: STRATEGIC MEDICAL RESEARCH CORP /DE DATE OF NAME CHANGE: 19790521 8-K 1 b86862e8vk.htm FORM 8-K e8vk
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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): June 1, 2011
ALSERES PHARMACEUTICALS, INC.
 
(Exact Name of Registrant as Specified in Charter)
         
Delaware   0-6533   87-0277826
 
(State or Other Jurisdiction
of Incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)
     
239 South Street, Hopkinton, Massachusetts   01748
 
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s telephone number, including area code: (508) 497-2360
 
 
(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 ( 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 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))
 
 

 

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Item 1.01. Entry into Material Definitive Agreements

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Item 1.01. Entry into Material Definitive Agreements.
On June 1, 2011 the Company issued to Robert L. Gipson 4,600,000 shares of its common stock in exchange for the conversion by Mr. Gipson of 184,000 shares of the Company’s Series F Convertible, Redeemable Preferred Stock (“Series F Stock”). Each share of the Series F Stock was converted into 25 shares of common stock pursuant to the conversion terms of the Series F Stock contained in the Certificate of Designation for the Series F Stock. Each share of the Series F Stock was sold to Mr. Gipson during 2009 at a price per share of $25 yielding aggregate proceeds to the Company in 2009 for the Series F Stock converted of $4,600,000. Any accrued interest related to the converted Series F Stock will be reversed on the books of the Company as a result of the conversion and attendant expiration of redemption rights associated with the converted shares. After the conversion there will be 12,000 shares of Series F Stock still outstanding and held by Mr. Gipson.
     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.
         
  Alseres Pharmaceuticals, Inc.
 		  
Date: June 6, 2011  By:   /s/ Kenneth L. Rice, Jr.    
    Kenneth L. Rice, Jr.   
    Executive Vice President,
Finance and Administration and
Chief Financial Officer 		  
 

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