-----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, JVc7SacoGouDBWQQ7vgnO+436/ZIx1vrwEV9DHGMH4vmbTnpp2vQNQj7QaRjVslr 53v34Gf6c/1/HLdaFCrlew== 0000950135-07-003574.txt : 20070608 0000950135-07-003574.hdr.sgml : 20070608 20070608165912 ACCESSION NUMBER: 0000950135-07-003574 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070607 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070608 DATE AS OF CHANGE: 20070608 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: 07910458 BUSINESS ADDRESS: STREET 1: 85 MAIN STREET CITY: HOPKINTON STATE: MA ZIP: 01748 BUSINESS PHONE: 508-497-2360 MAIL ADDRESS: STREET 1: 85 MAIN 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 b65704k1e8vk.htm ALSERES PHARMACEUTICALS, INC. 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 8, 2007 (June 7, 2007)
ALSERES PHARMACEUTICALS, INC.
 
(Exact Name of Registrant as Specified in Charter)
         
Delaware   0-6533   87-0277826
 
(State or Other Juris-
diction of Incorporation
  (Commission
File Number)
  (IRS Employer
Identification No.)
     
85 Main Street, Hopkinton, Massachusetts   01748
 
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s telephone number, including area code: (508) 497-2360
BOSTON LIFE SCIENCES, INC.
 
(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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
Ex-3.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation
Ex-99.1 Press Release dated June 8, 2007


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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
     Effective on June 7, 2007, Boston Life Sciences, Inc., a Delaware corporation, amended its Amended and Restated Certificate of Incorporation, as amended, to change its corporate name to Alseres Pharmaceuticals, Inc. (the “Company”). This amendment was approved on June 7, 2007 at the Company’s annual meeting of stockholders. The Company will begin trading under a new Nasdaq Capital Market symbol ‘ASLE’ on June 11, 2007.
     A copy of the Certificate of Amendment pursuant to which the name change was effectuated is attached hereto as Exhibit 3.1 and a copy of the press release dated June 8, 2007 announcing the name change is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
     (d) Exhibits
      See Exhibit Index attached hereto.

 


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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.
         
  Alseres Pharmaceuticals, Inc.
 
 
Date: June 8, 2007  By:   /s/ Kenneth L. Rice, Jr.    
    Kenneth L. Rice, Jr.   
    Executive Vice President, Finance and
Administration and Chief Financial
Officer 
 
 

 


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EXHIBIT INDEX
     
Exhibit No.   Description
 
   
3.1
  Certificate of Amendment to Amended and Restated Certificate of Incorporation, as amended, filed with the Secretary of State of the State of Delaware on June 7, 2007
 
   
99.1
  Press Release dated June 8, 2007

 

EX-3.1 2 b65704k1exv3w1.htm EX-3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION exv3w1
 

Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
BOSTON LIFE SCIENCES, INC.
Pursuant to Section 242 of the
General Corporation Law of the State of Delaware
     Boston Life Sciences, Inc. (hereinafter called the “Corporation”), organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:
     1. The Amended and Restated Certificate of Incorporation of the Corporation was filed in the office of the Secretary of State of Delaware on March 29, 1996 and amendments thereto were subsequently duly filed and recorded (the Amended and Restated Certificate of Incorporation together with such amendments shall be hereinafter referred to as the “Certificate”).
     2. That the Board of Directors of the Corporation duly adopted resolutions proposing and declaring advisable the following amendment (the “Amendment”) to the Certificate:
     RESOLVED, that the Board of Directors hereby approves and recommends to the Company’s stockholders that Article First of the Certificate of Incorporation is hereby amended to read in its entirety as follows:
     “FIRST: The name of this corporation is Alseres Pharmaceuticals, Inc. (the “Corporation”);”
FURTHER RESOLVED, that all other provisions of the Certificate, as heretofore amended, and all exhibits, attachments and certificates to the Certificate shall remain unchanged and in full force and effect.
     3. That thereafter a majority of the holders of the stock of the Corporation entitled to vote thereon voted in favor of the Amendment at a meeting of the stockholders duly held on June 7, 2007.
     4. That the foregoing amendment to the Certificate of Incorporation was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law.
     IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its Chief Executive Officer this 7th day of June, 2007.
         
  BOSTON LIFE SCIENCES, INC.
 
 
  By:   /s/ Peter G. Savas    
    Peter G. Savas   
    Chief Executive Officer   

 

EX-99.1 3 b65704k1exv99w1.htm EX-99.1 PRESS RELEASE DATED JUNE 8, 2007 exv99w1
 

         
Exhibit 99.1
Boston Life Sciences, Inc. Changes Name to
Alseres Pharmaceuticals, Inc.
HOPKINTON, Mass., June 8, 2007 — Boston Life Sciences, Inc. (NASDAQ: BLSI and ALSE) today announced that its proposed name change to Alseres Pharmaceuticals, Inc., was approved by its stockholders at its annual meeting of stockholders. Alseres’ common shares will begin trading under a new Nasdaq Capital Market symbol ‘ALSE’ on Monday, June 11, 2007. The new CUSIP number for ALSE common stock is 021152103.
“We have made excellent progress transforming the Company from a life sciences company into a biopharmaceutical company with late stage product candidates in clinical development for Central Nervous System disorders,” stated Peter G. Savas, Alseres Pharmaceuticals Chairman and Chief Executive Officer. “Our new name, Alseres Pharmaceuticals, is intended to support our evolving strategic vision. Alseres is derived from a Latin term meaning ‘to grow together, to take root, to become established’ and we believe provides an image for our growing pipeline, scientific expertise, management and culture.”
The Company’s new website can be found at www.alseres.com.
About Alseres Pharmaceuticals, Inc.
Alseres Pharmaceuticals, Inc. (ALSE) is engaged in the research and clinical development of diagnostic and therapeutic products for central nervous system (CNS) disorders. Cethrin®, a recombinant-protein-based drug designed to promote nerve repair after acute spinal cord injury, has reported positive interim results in a Phase I/IIa clinical trial. ALTROPANE® molecular imaging agent is in Phase III clinical trials for the diagnosis of Parkinson’s Disease (PD). The company’s research and pre-clinical CNS programs include Inosine for the treatment of spinal cord injury and stroke, a DAT blocker for the treatment of Parkinson’s disease, and a second generation technetium-based molecular imaging agent for PD and ADHD. Alseres’ current research collaborations include Harvard Medical School and Children’s Hospital Boston.
Safe Harbor
The foregoing release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward- looking statements include statements regarding Boston Life Sciences’ future expectations, beliefs, intentions, goals, strategies, plans or prospects regarding the future, including the development and commercialization of ALTROPANE and Cethrin, the prospects of the Company’s CNS therapeutics program, the Company’s strategies to develop and commercialize axon regeneration technologies and the breadth of the Company’s technologies and intellectual property portfolio. Forward-looking statements can be identified by terminology such as “anticipate,” “believe,”

 


 

“could,” “could increase the likelihood,” “estimate,” “expect,” “intend,” “is planned,” “may,” “should,” “will,” “will enable,” “would be expected,” “look forward,” “may provide,” “would” or similar terms, variations of such terms or the negative of those terms. Such forward-looking statements involve known and unknown risks, uncertainties and other factors including those risks, uncertainties and factors referred to in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 filed with the Securities and Exchange Commission under the section “Risk Factors,” as well as other documents that may be filed by Boston Life Sciences from time to time with the Securities and Exchange Commission. As a result of such risks, uncertainties and factors, the Company’s actual results may differ materially from any future results, performance or achievements discussed in or implied by the forward-looking statements contained herein. Boston Life Sciences is providing the information in this press release as of this date and assumes no obligations to update the information in this press release.
Contact:
Sharon Correia
Director, Corporate Communications
scorreia@bostonlifesciences.com
508-497-2360 ext. 224

 

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