SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 18, 1999
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ATLANTIC PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-27282 36-3898269
(State or other jurisdiction of (Commission file number) (I.R.S. employer
incorporation or organization) identification no.)
1017 Main Campus Drive,
Suite 3900 27606
Raleigh, North Carolina (Zip code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (919) 513-7020
Item 5. Other Events.
On May 20, 1999, Atlantic Pharmaceuticals, Inc. ("Atlantic") announced
that as of May 18, 1999, it had received from stockholders holding more than 50%
of the total outstanding shares as of the record date of March 23, 1999, written
consents approving all three proposals submitted to stockholders by A. Joseph
Rudick, M.D., Steve H. Kanzer, and Frederic P. Zotos pursuant to a definitive
proxy statement filed with the Securities and Exchange Commission on March 25,
1999.
The three proposals submitted to Atlantic stockholders were as follows:
1. RESOLVED, that (1) each current member of the Board of Directors of
Atlantic, other than Steve H. Kanzer and Yuichi Iwaki (those current
members, the "Remaining Directors"), and (2) any other person or persons
(other than the persons elected pursuant to this consent) elected or
appointed to the Board of Directors of Atlantic prior to the effective
time of this resolution, in addition to or in lieu of any of such
current members (including any persons elected or appointed in lieu of
the Remaining Directors) to fill any newly created directorship or
vacancy on the Board of Directors of Atlantic, or otherwise, is hereby
removed and the office of each such member of the Board of Directors is
hereby declared vacant.
2. RESOLVED, that A. Joseph Rudick and Frederic P. Zotos are hereby elected
as directors of Atlantic, to serve until their respective successors are
duly elected and qualified.
3. RESOLVED, that all By-Laws adopted subsequent to January 11, 1999, and
prior to the effectiveness of this resolution are null and void and of
no force and effect.
Accordingly, effective as of May 18, 1999, Dr. Robert A. Fildes and Mr.
Martin Cleary ceased serving as members of the board of directors of Atlantic,
Dr. Rudick and Mr. Zotos were appointed to the board of directors in their
place, and Mr. Steve H. Kanzer and Dr. Yuichi Iwaki remain members of the board
of directors.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Atlantic Pharmaceuticals, Inc. has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: June 1, 1999 ATLANTIC PHARMACEUTICALS, INC
By: /s/ A. Joseph Rudick
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A. Joseph Rudick
President
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