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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Corindus Vascular Robotics Inc | AMEX:CVRS | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 4.27 | 0 | 01:00:00 |
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): October 25, 2019
CORINDUS VASCULAR ROBOTICS, INC.
(Exact Name of registrant as specified in charter)
Delaware |
001-37406 |
30-0687898 |
(State of Incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
309
Waverley Oaks Road, Suite 105
Waltham, MA 02452
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (508) 653-3335
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:
☐ 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))
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered |
Common Stock, par value $0.0001 per share | CVRS | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
This Current Report on Form 8-K is filed by Corindus Vascular Robotics, Inc., a Delaware corporation (the “Company” or “Corindus”), in connection with the matters described herein.
Item 5.07. | Submission of Matters to a Vote of Security Holders |
(a) A special meeting of stockholders of the Company was held on October 25, 2019 (the “Special Meeting”). At the Special Meeting, the Company’s stockholders, upon the recommendation of the Company’s Board of Directors, voted in favor of the Merger Proposal (as defined below). The Company’s stockholders also approved, on a non-binding, advisory basis, certain merger-related compensation payable to the Company’s named executive officers.
A total of 182,888,545 shares of the Companys common stock (the Common Stock), out of a total of 208,685,413 shares of Common Stock issued and outstanding and entitled to vote as of September 26, 2019 (the Record Date), a total of 1,000,000 shares of the Companys Series A convertible preferred stock (the Series A Preferred Stock), out of a total of 1,000,000 shares of Series A Preferred Stock issued and outstanding and entitled to vote as of the Record Date, and a total of 160,400 shares of the Companys Series A-1 convertible preferred stock (the Series A-1 Preferred Stock, and together with the Series A Preferred Stock, the Preferred Stock), out of a total of 160,400 shares of Series A-1 Preferred Stock issued and outstanding and entitled to vote as of the Record Date were present in person or represented by proxy at the Special Meeting, representing approximately 87.69% of the voting power of the Companys capital stock, which constituted a quorum. The holders of Common Stock and Preferred Stock, voted together as a single class, with the holders of Preferred Stock entitled to cast a number of votes calculated by dividing the number of shares of Preferred Stock held by such stockholder by 1.29, in accordance with Corindus certificate of designation designating the Preferred Stock. A summary of the voting results for the following proposals, each of which is described in detail in the Companys proxy statement dated September 26, 2019 (as amended or supplemented from time to time), is set forth below:
(b) Voting results for each matter are set forth below:
(1)
Adoption of the Agreement and Plan of Merger, dated as of August 7, 2019 (the “Merger Agreement”), by and among Siemens Medical Solutions USA, Inc., a Delaware Corporation (“SMS USA”), Corpus Merger, Inc., a Delaware corporation and wholly owned subsidiary of SMS USA, and Corindus (the “Merger Proposal”).
For |
Against |
Abstain |
Broker Non-Votes |
183,452,212 | 186,681 | 149,186 | — |
(2)
Approval on a non-binding, advisory basis, certain compensation that will or may be paid by Corindus to its named executive officers in connection with the merger.
For |
Against |
Abstain |
Broker Non-Votes |
149,784,910 | 33,739,948 | 263,221 | — |
(3)
Approval of the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement.
For |
Against |
Abstain |
Broker Non-Votes |
180,005,592 | 3,600,135 | 182,352 | — |
Because stockholders holding at least a majority of the voting power of the shares of the Common Stock and Preferred Stock outstanding and entitled to vote at the close of business on the Record Date approved the Merger Proposal, it was not necessary to adjourn the Special Meeting to solicit additional proxies to approve the proposal to adopt the Merger Agreement. No other business properly came before the Special Meeting.
2 |
Item 8.01. | Other Events |
On October 25, 2019, the Company issued a press release announcing results of the voting at the Special Meeting, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
Exhibit No. |
Description |
99.1 | Press Release of Corindus Vascular Robotics, Inc., dated October 25, 2019 |
3 |
EXHIBIT INDEX
Exhibit No. |
Description |
99.1 | Press Release of Corindus Vascular Robotics, Inc., dated October 25, 2019 |
4 |
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.
Date: October 25, 2019
CORINDUS VASCULAR ROBOTICS, INC. | |||
(Registrant) | |||
By: | /s/ David W. Long | ||
Name: David W. Long | |||
Title: Chief Financial Officer |
1 Year Corindus Vascular Robotics Chart |
1 Month Corindus Vascular Robotics Chart |
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