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) April 20, 2009
VITAL PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 333-127915 98-0464272
---------------- -------------------- -------------------
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) No.)
245 Drumlin Circle, Concord, Ontario, Canada L4K 3E4
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (905) 482-0200
Not Applicable.
(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.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective April 20, 2009, we filed a Certificate of Designation of Preferences,
Rights and Limitations with the Delaware Secretary of State designating 100,000
shares of Series A Convertible Preferred Stock, par value $0.01 per share
(the "Series A Preferred Stock").
Each share of Series A Preferred Stock is convertible at any time, at the
option of the holder, into 100 shares of our common stock. Except as
otherwise provided by Delaware law, each share of Series A Preferred Stock
shall entitle the holder to the number of votes equal to the aggregate number
of shares of our common stock into which such holder's Series A Preferred
Stock is convertible, multiplied by 30. Holders of our Series A Preferred
Stock will vote together with the holders of our common stock, and any other
capital stock of our Company having general voting rights, as a single class
on all matter submitted to a vote of our stockholders.
If at any time after the common stock issuable upon conversion of the Series A
Preferred Stock is changed into the same or a different number of shares of
any class or classes of stock, whether by recapitalization, reclassification,
reverse split or otherwise, each holder of Series A Preferred Stock has the
right, but not the obligation, thereafter, to convert such stock into the kind
and amount of stock and other securities and property receivable under such
recapitalization, reclassification, reverse split or other change by holders
of the maximum number of shares of common stock into which such shares of
Series A Preferred Stock could have been converted prior to such
recapitalization, reclassification or change.
The foregoing description of the Series A Preferred Stock is qualified in its
entirety by reference to the Certificate of Designation of Preferences, Rights
and Limitations of Series A Convertible Preferred Stock, dated April 20, 2009,
filed as Exhibit 4.1 to this report and incorporated herein by reference.
This report contains forward-looking statements that involve risks and
uncertainties. You should not place undue reliance on these forward-looking
statements. Our actual results could differ materially from those anticipated
in the forward-looking statements for many reasons, including the risks and
uncertainties as may be detailed from time to time in our public announcements
and filings with the U.S. Securities and Exchange Commission. Although we
believe the expectations reflected in the forward-looking statements are
reasonable, they relate only to events as of the date on which the statements
are made. We do not intend to update any of the forward-looking statements
after the date of this report to conform these statements to actual results
or to changes in our expectations, except as required by law.
Item 9.01. Financial Statements and Exhibits.
Exhibit
Number Description
4.1 Certificate of Designation of Preferences, Rights and Limitations of
Series A Convertible Preferred Stock, dated April 20, 2009 (filed herewith).
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.
Vital Products, Inc.
--------------------------
(Registrant)
Date April 24, 2009
By:/s/ Michael Levine
--------------------------
(Signature)
Name: Michael Levine
Title: Chief Executive Officer