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 22, 2010
BioDrain
Medical, Inc.
(Exact
name of Registrant as Specified in its Charter)
Minnesota
(State or
Other Jurisdiction of Incorporation)
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333-155299
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33-1007393
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(Commission
File Number)
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(IRS
Employer Identification No.)
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2060
Centre Pointe Boulevard, Suite 7
Mendota
Heights, Minnesota 55120
(Address
of Principal Executive Offices and Zip Code)
(651)
389-4800
(Registrant’s
telephone number, including area code)
Not
Applicable
(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
June 22, 2010, the shareholders of BioDrain Medical, Inc. (the “Company”)
approved an amendment (the “Plan Amendment”) to the Company’s 2008 Equity
Incentive Plan (the “Plan”) to increase the number of authorized shares of
common stock available for issuance thereunder from 975,405 shares to 3,000,000
shares.
The
material terms of the Plan are summarized in the Company’s definitive proxy
statement filed with the Securities and Exchange Commission (the “SEC”) on
June 10, 2010 and are incorporated herein by reference. A copy of the Plan
was filed as Exhibit 10.35 to the Company’s Registration Statement on Form S-1
filed with the SEC on November 12, 2008 and is incorporated herein by reference.
A copy of the Plan Amendment is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On June
22, 2010, the shareholders of the Company approved an amendment to the Company’s
Articles of Incorporation (the “Charter Amendment”) to increase the number of
authorized shares of common stock of the Company from 40,000,000 shares to
80,000,000 shares. The Company submitted the Charter Amendment to the Minnesota
Secretary of State's office on June 23, 2010, and the Charter Amendment became
effective on the same day.
A copy of
the Charter Amendment (as filed with the Minnesota Secretary of State) is
attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item
5.07. Submission of Matters to a Vote of Security
Holders
The
Company held its Annual Meeting of Shareholders on June 22, 2010. Set
forth below is a brief description of each matter voted upon at the meeting and
the voting results with respect to each matter.
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1.
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A
proposal to elect seven (7) directors of the Company to hold office until
the next annual meeting or until their successors are duly elected and
qualified.
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Director’s Name
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Votes For
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Votes Withheld
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|||
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Lawrence
W. Gadbaw
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8,727,882
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78,571
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|||
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Kevin
R. Davidson
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8,806,453
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0
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|||
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Chad
A. Ruwe
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8,806,453
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0
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James
E. Dauwalter
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8,806,453
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0
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|||
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Peter
L. Morawetz
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8,727,882
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78,571
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|||
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Thomas
J. McGoldrick
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8,806,453
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0
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|||
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Andrew
P. Reding
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8,727,882
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78,571
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2.
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A
proposal to ratify the appointment of Olsen Thielen & Co., Ltd. as the
independent registered public accounting firm of the Company for its
fiscal year ending December 31,
2010.
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For
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Against
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Abstentions
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8,727,882
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0
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78,571
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3.
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A
proposal to approve the amendment of the Company’s Articles of
Incorporation to increase the number of authorized shares of common stock
from 40,000,000 to 80,000,000.
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For
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Against
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Abstentions
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8,672,856
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0
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133,597
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4.
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A
proposal to approve the amendment of the Company’s 2008 Equity Incentive
Plan to increase the number of shares of common stock authorized for
issuance thereunder from 975,405 to
3,000,000.
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For
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Against
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Abstentions
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8,701,427
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105,026
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0
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Pursuant
to the foregoing votes, Messrs. Gadbaw, Davidson, Ruwe, Dauwalter, Morawetz,
McGoldrick and Reding were elected to serve as directors, Olsen Thielen &
Co., Ltd. was ratified as the Company’s independent registered public accounting
firm, the Company’s Articles of Incorporation were amended to increase the
number of authorized shares to 80,000,000, and the Company’s 2008 Equity
Incentive Plan was amended to increase the number of shares authorized
thereunder to 3,000,000.
Item 9.01
Financial Statements and Exhibits.
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Exhibit
No.
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Description
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3.1
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Articles
of Amendment to Articles of Incorporation of BioDrain Medical,
Inc.
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10.1
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Amendment
No. 1 to BioDrain Medical, Inc. 2008 Equity Incentive
Plan
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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:
June 23, 2010
| BIODRAIN MEDICAL, INC. | |||
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By:
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/s/ Kevin R. Davidson | |
| Kevin R. Davidson | |||
| President, Chief Executive Officer, andChief Financial Officer | |||
Exhibit
3.1
ARTICLES
OF AMENDMENT
of
ARTICLES
OF INCORPORATION
of
BIODRAIN
MEDICAL, INC.
The
undersigned, the President and Chief Executive Officer of BIODRAIN MEDICAL,
INC., a Minnesota corporation (the “Corporation”), does hereby certify that the
following resolution was adopted by the shareholders of the Corporation in
accordance with the applicable provisions of Minnesota Statutes, Chapter
302A:
Amendment of Articles of
Incorporation
RESOLVED, that the Articles of
Incorporation of the Corporation are amended by deleting Article V in full and
replacing it with the following:
“ARTICLE V
Authorized
Shares: The total number of par shares which this Corporation
shall have authority to issue is 80,000,000 shares with a par value of one cent
($.01) per share; all of such shares shall be common stock.”
IN
WITNESS WHEREOF, I have hereunder subscribed my name this 23rd day of June,
2010.
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/s/ Kevin R. Davidson | |
| Kevin R. Davidson, President and Chief | ||
| Executive Officer | ||
Exhibit
10.1
AMENDMENT
NO. 1
TO
BIODRAIN
MEDICAL, INC. 2008 EQUITY INCENTIVE PLAN
WHEREAS, the Board of
Directors (the “Board”) of BioDrain Medical, Inc. (the “Company”) previously
adopted, and the shareholders approved, the BioDrain Medical, Inc. 2008 Equity
Incentive Plan (the “Plan”);
WHEREAS, pursuant to Section
12.1 of the Plan, the Board has the authority to amend the Plan at any time;
and
WHEREAS, the Board has
adopted, and the shareholders have approved, an amendment to increase the number
of shares of common stock reserved for the Plan.
NOW, THEREFORE, RESOLVED, that
the BioDrain Medical, Inc. 2008 Equity Incentive Plan be and it is hereby
amended as follows:
1. Section
4.1 of the Plan is hereby amended by increasing the number of shares of common
stock reserved for the Plan from 975,405 to 3,000,000.
2. Except
as amended herein, all provisions of the Plan shall remain in full force and
effect.
* * * * *
I hereby certify that the foregoing
Amendment No. 1 was duly adopted by the Board of Directors of BioDrain Medical,
Inc. on May 28, 2010.
Executed on this 28th day of May,
2010.
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By
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/s/ Alan G. Shuler
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Name:
Alan G. Shuler
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Title:
Secretary
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* * * * *
I hereby certify that the foregoing
Amendment No. 1 was duly adopted by the shareholders of BioDrain Medical, Inc.
on June 22, 2010.
Executed on this 22nd day of June,
2010.
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By
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/s/ Alan G. Shuler
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Name:
Alan G. Shuler
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Title:
Secretary
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