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): November 7, 2016
QLT Inc.
(Exact Name of Registrant as specified in its charter)
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 250, Vancouver, B.C.
Canada, V5T 4T5
(Address of principal executive offices)
Registrant’s telephone number, including area code: (604) 707-7000
Not Applicable
(Registrant’s name or former address, if change 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))
Item 5.07. Submission of Matters to a Vote of Security Holders
On November 7, 2016, QLT Inc. (“QLT”) held its special meeting of shareholders in Vancouver, British Columbia (the “Special Meeting”). At the Special Meeting, QLT shareholders voted on three proposals. The final voting results with respect to each proposal are set forth below.
Proposal 1: At the Special Meeting, the QLT shareholders approved the proposal for an ordinary resolution authorizing QLT to issue the securities of QLT necessary to complete the transactions contemplated by the Agreement and Plan of Merger dated as of June 14, 2016 (as amended, the “Merger Agreement”) among QLT, Aegerion Pharmaceuticals, Inc. (“Aegerion”) and Isotope Acquisition Corp., an indirect wholly-owned subsidiary of QLT (“MergerCo”). The results of the vote on the resolution are set forth below.
FOR | | AGAINST |
34,538,338 | | 812,516 |
Proposal 2: Each of the four nominees to the QLT board of directors identified and described in QLT’s proxy statement, filed with the Securities and Exchange Commission on October 6, 2016, was elected at the Special Meeting, effective and conditional on completion of the merger between MergerCo and Aegerion (the “merger”). The results of the vote on the resolution are set forth below.
DIRECTORS NOMINATED | | FOR | | WITHHELD |
Mary T. Szela | | 34,525,151 | | 825,703 |
Sandford D. Smith | | 28,708,885 | | 6,641,969 |
Donald K. Stern | | 34,523,092 | | 827,762 |
Anne VanLent | | 34,489,833 | | 861,021 |
Proposal 3: At the Special Meeting, the QLT shareholders approved the proposal for an ordinary resolution approving amendments to the QLT 2000 Incentive Stock Plan to, among other things, increase the number of QLT common shares available for issuance thereunder by 12,000,000 to 23,800,000 shares, effective and conditional on completion of the merger. The results of the vote on the resolution are set forth below.
FOR | | AGAINST |
32,439,351 | | 2,059,025 |
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Item 8.01. Other Events.
On November 7, 2016, QLT issued a press release announcing (i) the results from the Special Meeting, (ii) that the record date for the previously announced warrant distribution will be November 17, 2016, with such warrants being distributed on or around November 23, 2016, and (iii) that, if all other conditions to the completion of the transactions contemplated by the Merger Agreement are satisfied or waived, it is anticipated that such transactions will be completed on November 29, 2016. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated November 7, 2016
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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.
| QLT INC. |
| |
| |
| By: | /s/ W. Glen Ibbott |
| Name: | W. Glen Ibbott |
| Title: | Chief Financial Officer |
Date: November 7, 2016
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