UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) September 30, 2005
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Ovation Products Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-51145 02-0510323
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(Commission File Number) (IRS Employer Identification No.)
395 East Dunstable Road
Nashua, New Hampshire 03062
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(Address of Principal Executive Offices) (Zip Code)
(603) 891-3224
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(Registrant's Telephone Number, Including Area Code)
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(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 (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))
Item 5.03 Amendment of Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Amendment of Bylaws
Effective as of September 30, 2005, Ovation Products Corporation's Board
of Directors resolved to amend Article 3.1 of Ovation's Bylaws to provide that
the number of directors which shall constitute the whole board shall be up to
nine. The previous Article provided that the number of directors which shall
constitute the whole board shall be nine.
Item 8.01 Other Events.
On September 30, 2005, Ovation Products Corporation held a special meeting
of stockholders (the "Special Meeting"). The definitive proxy statement for the
Special Meeting, as amended, was filed with the Securities and Exchange
Commission on September 13, 2005 and is incorporated herein by reference (the
"Proxy Statement").
At the Special Meeting, the conversion of our Series A Preferred Stock,
Series B Preferred Stock, Series B-1 Preferred Stock and Series C Preferred
Stock into common stock at the ratios set forth in the Proxy Statement was
approved by the holders of each respective series voting separately (the "Common
Stock Conversion").
In addition, each of the following matters was approved at the Special
Meeting by a vote of the holders of our common stock and preferred stock voting
together:
o Issuance of additional shares of common stock in order to effectuate
the Common Stock Conversion;
o A three-for-one stock split of the common stock.
o Amendments to Ovation's certificate of incorporation to:
o effect the three-for-one stock split;
o reduce the par value of the common stock and the preferred
stock to $0.01 per share;
o eliminate the designation of the four series of preferred
stock;
o increase the authorized number of shares of common stock to
40,000,000 shares;
o increase the authorized number of shares of preferred stock to
10,000,000 shares; and
o provide for undesignated shares of preferred stock.
Immediately after the approval of the matters stated above, Ovation filed
its Third Amended and Restated Certificate of Incorporation in the form attached
as Appendix A to the Proxy Statement with the Secretary of State of the State of
Delaware.
In connection with the Common Stock Conversion, Ovation offered the
holders of its Series C Warrants, the William M. Sherman Enterprises Warrants
and certain warrants issued in connection with a recently completed private
placement (the "Private Placement Warrants") the opportunity to exchange their
warrants for common stock as more fully described in the Proxy Statement. All
the holders of the Series C Warrants and of the Private Placement Warrants
elected to exchange their warrants for common stock and none of the holders of
the William M. Sherman Enterprises Warrants elected to exchange their warrants
for common stock.
Item 9.01 Financial Statements and Exhibits.
Exhibits
Exhibit Number Description
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3.1 Amendment to Bylaws of Registrant
3.2 Third Amended and Restated Certificate of
Incorporation of Registrant
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.
Date: October 6, 2005 Ovation Products Corporation
By: /s/ Robert MacDonald
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Name: Robert MacDonald
Title: Chief Executive Officer
Exhibit Index
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Exhibit Number Description
3.1 Amendment to Bylaws of Registrant
3.2 Third Amended and Restated Certificate of
Incorporation of Registrant