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
September 16, 2005
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
VASO ACTIVE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 02-0670926
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
001-31925
(Commission File No.)
99 ROSEWOOD DRIVE, SUITE 260, DANVERS, MA 01923
(Address of principal executive offices including zip code)
(978) 750-1991
(Registrant's telephone number, including area code)
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 (see General Instruction A.2. below):
[ ] 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))
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS
At a special meeting held on September 16, 2005, the Board of Directors
of Vaso Active Pharmaceuticals, Inc. (the "Company") approved the following
amendments to the Company's Amended and Restated By-Laws (the "By-Laws"),
effective as of September 16, 2005:
o QUORUM FOR STOCKHOLDER MEETINGS. To provide that a quorum for
stockholders is based upon the voting power of stock issued and
outstanding and present in person or by proxy at a stockholders
meeting. By-Laws Article II, Section 8.
o STOCKHOLDER VOTING REQUIREMENTS. To require that the necessary
stockholder vote to take action at a stockholders meeting at which a
quorum is present is a majority of the voting power of the outstanding
stock present in person or by proxy at the meeting and not, as the
By-Laws had previously required, a majority of the voting power of the
outstanding stock. By-Laws Article II, Section 9.
o NUMBER OF DIRECTORS. In order to conform the By-Laws to the
requirements of the Company's Amended and Restated Certificate of
Incorporation to provide that the Company have at least three
directorships. By-Laws Article III, Section 1.
o NOTICE FOR DIRECTOR SPECIAL MEETINGS. To permit notice to be provided
to directors of a special meeting by electronic transmission (including
e-mail) in addition to the Bylaws' other permitted notice methods.
By-Laws Article III, Section 8.
o DIRECTOR VOTING REQUIREMENTS. To require that the necessary director
vote to take action at a Board of Directors meeting at which a quorum
is present is a majority of the directors present at the meeting and
not, as the By-Laws had previously required, a majority of the entire
Board of Directors. By-Laws Article III, Section 9.
The By-Laws, amended to reflect the described amendments, are attached
as Exhibit 3.2 to this Form 8-K and are incorporated by reference herein.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
3.2 Amended and Restated By-Laws of the Company (as amended
through September 16, 2005).
SIGNATURE
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 thereunto duly authorized.
VASO ACTIVE PHARMACEUTICALS, INC.
Date: September 22, 2005 By: /s/ Joseph Frattaroli
-----------------------------------------
Joseph Frattaroli
Title: Acting Chief Executive Officer and
President