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 26, 2006
ISTA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 000-31255 | | 33-0511729 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
| 15295 Alton Parkway, Irvine, CA | | 92618 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (949) 788-6000
Check the appropriate box below if the Form 8-K filing is intended to be 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)) |
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 26, 2006, ISTA Pharmaceuticals, Inc. (“ISTA”) obtained the requisite consent of certain investors to amend Section 3.13(g) of ISTA’s Amended and Restated Bylaws, as amended (the “Bylaws”). On October 19, 2006, the Board of Directors of ISTA adopted and approved an amendment to Section 3.13(g) of the Bylaws to provide that the approval of a majority of the total number of directors then in office is necessary to hire or terminate ISTA’s Chief Executive Officer. Prior to the foregoing amendment, the Bylaws provided that the approval of a majority of the total number of directors then in office was necessary to hire or terminate any executive officer of ISTA.
The foregoing description of the amendment to ISTA’s Bylaws is qualified in its entirety by reference to the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.1 and incorporated herein by this reference.
| Item 9.01. | Financial Statements and Exhibits. |
| | |
| Exhibit Number | | Description |
| |
| 3.1 | | Amended and Restated Bylaws of ISTA Pharmaceuticals, Inc. |
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.
| | | | | | | | |
| | | | ISTA PHARMACEUTICALS, INC. |
| | | |
| October 31, 2006 | | | | By: | | /s/ Lauren P. Silvernail |
| | | | | | | | Lauren P. Silvernail Chief Financial Officer, Chief Accounting Officer and Vice President, Corporate Development |
EXHIBIT INDEX
| | |
| Exhibit Number | | Description |
| |
| 3.1 | | Amended and Restated Bylaws of ISTA Pharmaceuticals, Inc. |
