<PAGE> 1
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 17, 2000
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VIRAGEN, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-10252 59-2101668
- ---------------------------- ------------ -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
865 SW 78TH AVENUE, SUITE 100
PLANTATION, FL 33324
- ---------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 233-8746
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
Viragen, Inc. has been approved for listing its common shares on the
American Stock Exchange ("AMEX"). Viragen's common shares will begin trading on
the AMEX on Monday, April 17, 2000. Viragen's new ticker symbol will be "VRA."
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ITEM 7. EXHIBITS
1. Certificate of Amendment of Certificate of Incorporation
dated April 8, 1987.
2. Certificate of Amendment of Certificate of Incorporation
dated May 11, 1993.
3. Certificate of Amendment of Certificate of Incorporation
dated February 28, 1997.
4. Certificate of Amendment of Certificate of Incorporation
dated July 2, 1997.
5. Certificate of Amendment of Certificate of Incorporation
dated October 4, 1999.
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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.
VIRAGEN, INC.
----------------------------------
(Registrant)
Date: 4/13/00 /s/ DENNIS W. HEALEY
-------------- -----------------------------------
(Signature)
Dennis W. Healey
Executive Vice President and
Principal Financial Officer
<PAGE> 1
EXHIBIT 1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
VIRAGEN, INC.
VIRAGEN, INC., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), does hereby
certify:
The amendment to the Corporation's Certificate of Incorporation as set
forth in the following resolutions approved by the Company's Board of Directors
and stockholders was duly adopted in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware:
"RESOLVED, that Article FOURTH of the Certificate of
Incorporation, as amended, of the Corporation be and hereby is further
amended to increase the Common Stock, $.01 par value, from 10,000,000
shares to 20,000,000 shares and shall read as follows:
'FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is Twenty-one Million (21,000,000) of
which One Million (1,000,000) shares shall be Preferred Stock, $1.00
par value, and Twenty Million (20,000,000) shares shall be Common
Stock, $.01 par value. The Preferred Stock shall be issued from time to
time in one or more series with such distinctive serial designations
and (a) may have such voting powers, full or limited, or may be without
voting power; (b) may be subject to redemption at such time or times
and at such prices; (c) may be entitled to receive dividends (which may
be cumulative or non-cumulative) at such rate or rates, on such
conditions, and at such times, and payable in preference to, or in such
relation to, the dividends payable on any other class or classes or
series of stock; (d) may have such rights upon the dissolution of, or
upon any distribution of the assets of, the Corporation; (e) may be
made convertible into, or exchangeable for, shares of any other class
or classes or of any other series of the same or any other class or
classes of stock of the Corporation, at such price or prices or at such
rates of exchange and with such adjustments; and (f) shall have such
other relative, participating, optional or other special rights,
qualifications, limitations, or restrictions thereof, all as shall
hereafter be stated and expressed in the resolution or resolutions
providing for the issuance of such Preferred Stock from time to time
adopted by the Board of Directors, pursuant to authority so to do which
is hereby expressly vested in the Board of Directors.
<PAGE> 2
Each share of Common Stock shall entitle the holder thereof to one
vote, in person or by proxy, at any and all meetings of the
stockholders of the Corporation, on all propositions before such
meetings, subject to certain voting rights that senior securities may
have.
The number of authorized shares of any class of stock of the
Corporation, including but without limitation, the Preferred Stock and
the Common Stock, may be increased or decreased by the affirmative vote
of the holders of a majority of the stock of the Corporation entitled
to vote.'"
IN WITNESS WHEREOF, Viragen, Inc. has caused this Certificate of
Amendment to the Certificate of Incorporation to be signed by Thomas K.
Langbein, President, and attested to by Lawrence E. Jaffe, Secretary, and the
seal of the Company has been duly affixed hereto, this day of April, 1987.
VIRAGEN, INC.
[Corporate Seal]
By: /s/ THOMAS K. LANGBEIN
----------------------------
THOMAS K. LANGBEIN, President
ATTEST:
/s/ LAWRENCE E. JAFFE
- ------------------------------
LAWRENCE E. JAFFE, Secretary
2
<PAGE> 1
EXHIBIT 2
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
VIRAGEN, INC.
VIRAGEN, INC., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), does hereby
certify:
The amendment to the Corporation's certificate of Incorporation as set
forth in the following resolution approved by the Company's Board of Directors
and stockholders was duly adopted in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware:
RESOLVED...the Board hereby authorizes an amendment to its
Certificate of Incorporation to increase its authorized capital from
20,000,000 shares of Common Stock, $.01 par value, to 50,000,000 shares
of Common Stock, $.01 par value, and in particular, the Board hereby
approves an amendment to Article FOURTH of the Certificate of
Incorporation, as amended, to increase the Common Stock, $.01 par
value, and shall read in its entirety as follows:
"FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is Fifty-One Million
(51,000,000) of which One Million (1,000,000) shares shall be Preferred
Stock, $1.00 par value, and Fifty Million (50,000,000) shares shall be
Common Stock, $.0l par value. The Preferred Stock shall be issued from
time to time in one or more series with such distinctive serial
designations and (a) may have such voting powers, full or limited, or
may be without voting power; (b) may be subject to redemption at such
time or times and at such prices; (c) may be entitled to receive
dividends (which may be cumulative or non-cumulative) at such rate or
rates, on such conditions, and at such times, and payable in preference
to, or in such relation to, the dividends payable on any other class or
classes or series of stock; (d) may have such rights upon the
dissolution of, or upon any distribution of the assets of the
Corporation; (e) may be convertible into, or exchangeable for, shares
of any other class or classes or of any other series of the same or any
other class or classes of stock of the Corporation, at such price or
prices or at such rates of exchange and with such adjustments; and (f)
shall have such other relative, participating, optional or other
special rights, qualifications, limitations, or restrictions thereof,
all as shall hereafter be stated and expressed in the resolution or
resolutions providing for the issuance of such Preferred Stock from
time to time adopted by the Board of Directors, pursuant to authority
so to do which is hereby expressly vested in the Board of Directors.
<PAGE> 2
Each share of Common Stock shall entitle the holder thereof to
one vote, in person or by proxy, on all matters on which holders of
shares of Common Stock are entitled to vote.
The number of authorized shares of any class of stock of the
Corporation, including but without limitation, the Preferred Stock and
the Common Stock, may be increased or decreased by the affirmative vote
of the holders of a majority of the stock of the Corporation entitled
to vote."
IN WITNESS WHEREOF, Viragen, Inc. has caused this Certificate of
Amendment to the Certificate of Incorporation to be signed by Dennis W. Healey,
Chairman of the Board, Chief Executive Officer and President, and attested to by
Lawrence E. Jaffe, Secretary, and the seal of the Company has been duly affixed
hereto, this 11th day of May, 1993.
VIRAGEN, INC.
[Corporate Seal]
By: /s/ DENNIS W. HEALEY
-------------------------------
DENNIS W. HEALEY, Chairman of the
Board, Chief Executive Officer and
President
ATTEST:
/s/ LAWRENCE E. JAFFE
- ------------------------------
LAWRENCE E. JAFFE, Secretary
2
<PAGE> 1
EXHIBIT 3
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
VlRAGEN, INC.
Viragen, Inc. (the "Corporation"), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
The amendment to the Corporation's Certification of Incorporation as
set forth in the following resolution approved by the Corporation's Board of
Directors and stockholders was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware:
RESOLVED, ... the Board of Directors hereby authorizes an
amendment to its Certificate of Incorporation to increase its
authorized capital from 50,000,000 shares of Common Stock, $.01 par
value, to 75,000,000 shares of Common Stock, $.01 par value, and in
particular, the Board hereby approves an amendment to Article FOURTH of
the Certificate of Incorporation, as amended, to increase the Common
Stock, $.01 par value, and shall read in its entirety as follows:
"FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is Seventy-six Million
(76,000,000) of which One Million (1,000,000) shares shall be Preferred
Stock, $1.00 par value, and Seventy-five Million (75,000,000) shares
shall be Common Stock, $.01 par value. The Preferred Stock shall be
issued from time to time in one or more series with such distinctive
serial designations and (a) may have such voting powers, full or
limited, or may be without voting power; (b) may be subject to
redemption at such time or times and at such prices; (c) may be
entitled to receive dividends (which may be cumulative or
non-cumulative) at such rate or rates, on such conditions, and at such
times, and payable in preference to, or in such relation to, the
dividends payable on any other class or classes or series of stock; (d)
may have such rights upon the dissolution of, or upon any distribution
of the assets of the Corporation; (e) may be convertible into, or
exchangeable for, shares of any other class or classes or of any other
series of the same or any other class or classes of stock of the
Corporation, at such price of prices or at such rates of exchange and
with such adjustments; and (f) shall have such other relative,
participating, optional or other special rights, qualifications,
limitations, or restrictions thereof, all as shall hereinafter be
stated and expressed in the resolution or resolutions providing for the
issuance of such Preferred Stock form time to time adopted by the Board
of Directors, pursuant to authority so to do which is hereby expressly
vested in the Board of Directors.
<PAGE> 2
Each share of Common Stock shall entitle the holder thereof to
one vote, in person or by proxy, on all matters on which holders of
shares of Common Stock are entitled to vote.
The number of authorized shares of any class of stock of the
Corporation, including but without limitation, the Preferred Stock and
the Common Stock, may be increased or decreased by the affirmative vote
of the holders of a majority of the stock of the Corporation entitled
to vote."
IN WITNESS WHEREOF, Viragen, Inc. has caused this Certificate of
Amendment to the Certification of Incorporation to be signed by Gerald Smith,
Chairman of the Board, and President and attested to by Dennis W. Healey,
Secretary, and the seal of the Corporation has been duly affixed hereto, this
28th day of February, 1997.
VIRAGEN, INC.
[Corporate Seal]
By: /s/ GERALD SMITH
------------------------------
Gerald Smith, Chief Executive
Officer and President
ATTEST:
/s/ DENNIS W. HEALEY
- ----------------------------
Dennis W. Healey, Secretary
2
<PAGE> 1
EXHIBIT 4
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
VIRAGEN, INC.
IN ACCORDANCE WITH SECTION 242
We, the Chairman of the Board and Secretary of Viragen, Inc., a
corporation existing under the laws of the State of Delaware, do hereby certify
as follows:
FIRST: The Name of the corporation (hereinafter called the "Corporation") is
Viragen, Inc.
SECOND: For the management of the business and for the conduct of the affairs of
the Corporation, and in further definition, limitation and regulation of the
powers of the Corporation and of its directors and of its stockholders or any
class thereof, as the case may be, it is further provided:
1. Article SEVENTH is hereby amended by adding a new subarticle 6
which provides as follows:
"6. Directors shall be divided into three subclasses. As of
the date hereof, the subclasses are Class A, Class B and Class C, respectively.
The number of directors in each class shall continue to be determined by the
Board of Directors and shall consist of as nearly equal a number of directors as
possible. The term of Class A directors initially shall expire at the annual
meeting of stockholders ensuing after the 1997 Annual Meeting of Stockholders;
the term of Class B directors initially shall expire at the next ensuing Annual
Meeting of Stockholders; and the term of Class C directors initially shall
expire at the second ensuing Annual Meeting of Stockholders. In the case of each
class, the directors shall serve until their respective successors are duly
elected and qualified. At each Annual Meeting of Stockholders, directors of the
respective class whose term expires shall be elected, and the directors chosen
to succeed those whose terms shall have expired shall be elected to hold office
for a term to expire at the third ensuing Annual Meeting of Stockholders after
their election, and until their respective successors are elected and qualified.
Any vacancy in the office of a director may be filled by the
vote of the majority of the remaining directors, regardless of any quorum
requirements set forth in the By-Laws of the corporation. Any director elected
to fill a vacancy in the office of director shall serve until the next Annual
Meeting of Stockholders at which directors of the class for which such director
shall have been chosen are to be elected, and until his or her successor is
elected and qualified. Newly created directorships may be filled by the Board of
Directors."
2. Article SEVENTH is hereby amended by deleting current
subarticle 2 in its entirety and inserting in place thereof as follows:
<PAGE> 2
"2. In furtherance and not in limitation of the powers
conferred by statute, the power to adopt, alter, or repeal the By-Laws of the
Corporation shall be vested in the Board of Directors as well as the
stockholders, provided, however, that any provision relating to the
classification of directors of the Corporation for staggered terms pursuant to
the provisions of subsection (d) of Section 141 of the General Corporation Law
of the State of Delaware shall be as set forth in the Certificate of
Incorporation. Stockholders may not make, adopt, alter, amend, change or repeal
the By~Laws of the Corporation except upon the affirmative vote of not less than
sixty-six and two-thirds (66 2/3%) of the outstanding stock of the Corporation
entitled to vote thereon."
3. Article SEVENTH is hereby amended by adding a new subarticle 7
which provides as follows:
"7. Notwithstanding any other provisions of the By-Laws
of the Corporation to the contrary, any action required or permitted to be taken
by the stockholders of the Corporation must be effected solely at a duly called
annual or special meeting of the stockholders and may not be taken by written
consent without such a meeting."
4. Article TENTH is hereby deleted in its entirety and in lieu
thereof a new Article TENTH shall be inserted which shall provide as follows:
"TENTH: From time to time any of the provisions of this Certificate of
Incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws and by
this Certificate of Incorporation. No amendment to this Certificate of
Incorporation, shall alter, change or repeal any of the provisions of paragraphs
1, 2, 3 or 4 of Article SECOND hereof unless such amendment shall receive the
affirmative vote of the holders of not less than Sixty-Six and Two-Thirds (66
2/3 % ) percent of the outstanding stock of the Corporation entitled to vote
thereon. All rights at any time conferred upon the Stockholders of the
Corporation by this Certificate of Incorporation are granted subject to the
provisions of this Article TENTH."
IN WITNESS WHEREOF, Viragen, Inc. has caused this Certificate of
Amendment to the Certification of Incorporation to be signed by Gerald Smith,
Chairman of the Board, and attested to by Dennis W. Healey, Secretary, and the
seal of the Corporation has been duly affixed hereto, this 2nd day of July,
1997.
VIRAGEN, INC.
[Corporate Seal]
By: /s/ GERALD SMITH
---------------------------------
Gerald Smith, Chief Executive
Officer and President
2
<PAGE> 3
ATTEST:
/s/ DENNIS W. HEALEY
- -----------------------------
Dennis W. Healey, Secretary
3
<PAGE> 1
EXHIBIT 5
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
VIRAGEN, INC.
Viragen, Inc. (the "Corporation"), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
The amendment to the Corporation's Certification of Incorporation as
set forth in the following resolution approved by the Corporation's Board of
Directors and stockholders was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware:
RESOLVED, that the Board of Directors hereby authorizes an amendment to
its Certificate of Incorporation to increase its authorized common
capital stock from 75,000,000 shares of Common Stock, $.01 par value,
to 125,000,000 shares of Common Stock, $.01 par value, and in
particular the Board hereby approved an amendment to Article FOURTH of
the Certificate of Incorporation, as amended, to increase the Common
Stock, $.01 par value, and shall read in its entirety as follows:
"FOURTH: The total number of shares capital stock which the
Corporation shall have authority to issue is 126,000,000 of which
1,000,000 shares shall be Preferred Stock, $1.00 par value, and
125,000,000 shares shall be Common Stock, $.01 par value. The Preferred
Stock shall be issued from time to time in one or more series with such
distinctive serial designations and (a) may have such voting powers,
full or limited, or may be without voting power; (b) may be subject to
redemption at such time or times and at such prices, as determined; (c)
may be entitled to receive dividends (which may be cumulative or
non-cumulative) at such rate or rates, on such conditions, and at such
times, and payable in preference to, or in such relation to, the
dividends payable on any other class or series of stock; (d) may have
such rights upon the dissolution of, or upon any distribution of the
assets of the Corporation; (e) may be convertible into, or exchangeable
for, shares of any other class or of any other series of the same or
any other class or series of stock of the Corporation, at such price of
prices or at such rates of exchange and with such adjustments, as
determined; and (f) shall have such other relative, participating,
optional or other special rights, qualifications, limitations or
restrictions thereof, all as shall hereinafter be stated and expressed
in the resolution or resolutions providing for the issuance of such
Preferred Stock from time to time adopted by the Board of Directors,
pursuant to authority so to do which is hereby expressly vested in the
Board of Directors."
<PAGE> 2
Each share of Common stock shall entitle the holder thereof to
one vote, in person or by proxy, on all matters on which holders of
shares of Common Stock are entitled to vote.
The number of authorized shares of any class of capital stock
of the Corporation including, but without limitation, the Preferred
Stock and the Common Stock, may be increased or decreased by the
affirmative vote of the holders of a majority of the stock of the
Corporation entitled to vote.
IN WITNESS WHEREOF, Viragen, Inc. has caused this Certificate of
Amendment to the Certification of Incorporation to be signed by Gerald Smith,
Chairman of the Board and President and attested to by Dennis W. Healey,
Secretary, and the seal of the Corporation has been duly affixed hereto, this 4
day of October, 1999.
VlRAGEN, INC.
[Corporate Seal]
By: /s/ GERALD SMITH
---------------------------------
Gerald Smith, Chief Executive
Officer and President
ATTEST:
/s/ DENNIS W. HEALEY
- ----------------------------
Dennis W. Healey, Secretary
2
