UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): May 26, 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
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Identification
No.)
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2060
Centre Pointe Boulevard, Suite 7,
Mendota
Heights, Minnesota 55120
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(Address
of Principal Executive Offices) (Zip
Code)
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(651)
389-4800
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(Registrant’s
Telephone Number, Including Area
Code)
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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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
5.03
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Amendment
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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On May 26, 2010, the Board of Directors
(the “Board”) of BioDrain Medical, Inc. (the “Company”), acting pursuant to the
authority granted by Article VII of the Company’s By-Laws, as amended (the
“By-Laws”), and Article X of the Company’s Articles of Incorporation, as amended
(the “Articles”), unanimously approved an amendment to Article I Section 5 of
the Company’s By-Laws to change the manner in which the record date for
shareholder meetings is fixed. Article I Section 5 of the By-Laws
previously provided that the record date would be the day, which was twenty (20)
days prior to the date of a meeting of shareholders. Article I
Section 5 now provides that the Board may fix a record date that shall be at
least ten (10) but not more than sixty (60) days prior to the date of a meeting
of the Company’s shareholders.
The above summary is qualified in its
entirety by reference to the full text of the Amendment to the By-Laws, a copy
of which is attached as Exhibit 3.1 to this Current Report on Form
8-K. The full text of the Amendment to the By-Laws is incorporated
herein by reference.
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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Amendment
to the By-Laws of BioDrain Medical,
Inc.
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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:
June 2, 2010
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BIODRAIN
MEDICAL, INC.
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By:
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/s/ Kevin R. Davidson | |
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Kevin
R. Davidson
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President
and Chief Executive
Officer
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Exhibit
3.1
Amendment
of
the
By-Laws
of
BioDrain
Medical, Inc.
Article I
Section 5 of the By-Laws is hereby amended to read in its entirety as
follows:
“Section
5. Voting
Rights. Every holder of
record, as provided below, of Common Stock shall be entitled to vote, in person
or by proxy executed in writing and delivered to the Secretary at or before the
meeting, and he shall be entitled to one vote for each share standing in his
name; provided that no proxy shall be voted if executed more than one year prior
to the date of such meeting except as may otherwise be provided by the Board of
Directors from time to time. The Board of Directors may fix a date at
least ten (10) but not exceeding sixty (60) days preceding the date of any
meeting of the stockholders of the Company, as a record date for the
determination of the stockholders entitled to notice of and to vote at such
meeting, and in such case only stockholders of record on the date so fixed or
their legal representatives shall be entitled to notice of and to vote at such
meeting.”