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): August 6, 2012

 

 

TARGETED MEDICAL PHARMA, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE 000-53071 20-5863618
(State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.)

 

2980 BEVERLY GLEN CIRCLE, SUITE 301

LOS ANGELES, CA 90077

(Address of principal executive offices)

 

(310) 474-9808

(Registrant’s telephone number, including area code)

 

 

(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):

 

¨   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))

 

 

  

 
 

 

Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Effective August 6, 2012, the Board of Directors of Targeted Medical Pharma, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Bylaws. The purpose of the amendment was to remove references to the classification of the Company’s Board of Directors as a result of the approval of the Charter Amendment Proposal (as defined below). A copy of Amendment No. 1 to the Amended and Restated Bylaws is attached hereto as Exhibit 3.2 and incorporated herein by reference.

 

Item 5.07.Submission of Matters to a Vote of Security Holders.

 

On August 6, 2012, the Company held its 2012 Annual Meeting of Stockholders (the “Meeting”) in Los Angeles, California for the purposes of (i) approving an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation in order to declassify the board of directors (the “Charter Amendment Proposal”) and (ii) electing two directors to serve on the Board of Directors of the Company for a term of one year.

 

 Below are the voting results for the matters submitted to a vote of the Company’s stockholders at the Meeting:

 

(i)Approval of the Charter Amendment Proposal: The Charter Amendment Proposal was approved with 15,751,884 votes in favor, and no votes against and no votes abstained. A copy of the Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.

 

(i)Election of two Directors: All nominees were elected as Directors with the following vote:

 

Nominee

  

For

  

Withheld

Kim Giffoni   15,751,884   0
Kerry Weems   15,751,884    0

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits.

 

3.1Second Amended and Restated Certificate of Incorporation

 

3.2Amendment No. 1 to Amended and Restated Bylaws of Targeted Medical Pharma, Inc.

 

99.1Press Release, dated August 7, 2012, announcing the election of Mr. Weems

 

 
 

 

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.

 

Dated: August 7, 2012

 

  TARGETED MEDICAL PHARMA, INC.
     
  By: /s/ William E. Shell
         Name: William E. Shell, MD
         Title: Chief Executive Officer

 

 
 

 

Exhibit Index

 

3.1Second Amended and Restated Certificate of Incorporation

 

3.2Amendment No. 1 to Amended and Restated Bylaws of Targeted Medical Pharma, Inc.

 

99.1Press Release, dated August 7, 2012, announcing the election of Mr. Weems

 

 

 

 

Exhibit 3.1

 

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

TARGETED MEDICAL PHARMA, INC.

 

TARGETED MEDICAL PHARMA, INC., a corporation existing under the laws of the State of Delaware, does hereby certify as follows:

 

1. The name of the corporation (the “Corporation”) is Targeted Medical Pharma, Inc.

 

2. The original Certificate of Incorporation of the Corporation was filed in the office of the Secretary of State of the State of Delaware on October 4, 2006. An Amended and Restated Certificate of Incorporation of the Corporation was filed in connection with the filing of a Certificate of Merger of Domestic Corporations in the Office of the Secretary of State of the State of Delaware on January 31, 2011.

 

3. This Second Amended and Restated Certificate of Incorporation (this “Certificate”) amends, restates, and integrates the provisions of the Amended and Restated Certificate of Incorporation of the Corporation.

 

4. This Certificate was duly adopted and approved by the stockholders of the Corporation at a meeting thereof and by the written consent of the board of directors of the Corporation in accordance with Sections 141, 211, 242 and 245 of the General Corporation Law.

 

5. The text of the Amended and Restated Certificate of Incorporation of the Corporation, as amended to date, is hereby amended and restated to read in its entirety as follows:

 

FIRST: The name of the Corporation is Targeted Medical Pharma, Inc.

 

SECOND: The address of the Corporation’s registered office in the State of Delaware is Paracorp Incorporated, 2140 South Dupont Highway, Camden Delaware 19934, Kent County. The name of the Corporation’s registered agent at such address is Paracorp Incorporated.

 

THIRD: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

 

FOURTH: The Corporation is authorized to issue two classes of shares of capital stock designated respectively “Common Stock” and “Preferred Stock”. The total number of shares which the Corporation is authorized to issue is 120,000,000 shares, 100,000,000 shares of which shall be Common Stock (the "Common Stock") and 20,000,000 shares of which shall be Preferred Stock (the "Preferred Stock"). The shares of Preferred Stock may be issued from time to time in one or more series. The par value of Common Stock and Preferred Stock shall be $0.001 per share. The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.

 

A. COMMON STOCK

 

1. General. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights, powers and preferences of the holders of the Preferred Stock set forth herein and as may be designated by resolution of the Board of Directors with respect to any series of Preferred Stock as authorized herein.

 

 
 

 

2. Voting. The holders of the Common Stock are entitled to one Vote for each share of Common Stock held at all meetings of stockholde