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): March 30, 2010
QLT Inc.
(Exact name of registrant as specified in its charter)
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| British Columbia, Canada | | 000-17082 | | N/A |
| (State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
887 Great Northern Way, Suite 101, Vancouver, B.C.
Canada,
| | V5T 4 T5 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(604) 707-7000
| |
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:
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 8.01. Other Events.
On March 30, 2010, Robert Butchofsky, President and Chief Executive Officer of QLT Inc. (the “Company”), entered into a written trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and applicable Canadian securities laws (the “Plan”). The Plan is an agreement between Mr. Butchofsky and a broker to sell shares of common stock of the Company that he may acquire by exercising stock options. Pursuant to the Plan, a maximum of 500,000 shares of common stock may be sold on the Toronto Stock Exchange or the Nasdaq Stock Market. A maximum of 250,000 shares of common stock may be sold beginning April 30, 2010 until September 25, 2010 (the expiry date of options to purchase 250,000 shares of common stock at an exercise price of Cdn$8.15 per share) and a maximum of 250,000 shares of common stock may be sold beginning January 1, 2011 until March 13, 2011 (the expiry date of options to purchase 250,000 shares of common stock at an exercise price of Cdn$8.41 per share). The Plan expires on March 14, 2011. The Plan specifies the number of shares of common stock that may be sold at predetermined times and at prices that exceed the exercise prices of the stock options, subject to the terms and conditions of the Plan.
Mr. Butchofsky entered into the Plan as part of his personal long-term investment strategy and he will have no control over the timing of the sales of shares of common stock under the Plan. The stock options subject to the Plan will expire if not exercised during the term of the Plan. The Plan is intended to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, applicable Canadian securities laws and the Company’s insider trading policy. Rule 10b5-1 and applicable Canadian securities laws allow corporate insiders to establish pre-arranged written stock trading plans at a time when the insider is not aware of material, non-public information. Subsequent receipt by the insider of material, non-public information will not prevent pre-arranged transactions under the Rule 10b5-1 plan from being executed.
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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.
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| | | QLT INC. |
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| Date: March 30, 2010 | | By: | | /s/ Cameron Nelson |
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| | | Name: | | Cameron Nelson |
| | | Title: | | Vice President, Finance and Chief Financial Officer |
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