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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: March 14, 1998
(Date of earliest event reported)
LIDAK PHARMACEUTICALS
(Exact name of registrant as specified in its charter)
CALIFORNIA
(State or other jurisdiction of incorporation)
0-18734 33-0314804
(Commission File Number) (IRS Employer Identification No.)
11077 North Torrey Pines Road, La Jolla, California 92037
(Address of principal executive offices) (Zip code)
(619) 558-0364
(Registrants telephone number, including area code)
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Item 5. OTHER EVENTS
On March 14, 1998, the Board of Directors of the registrant unanimously
adopted a Fourth Amendment to the registrant's Amended and Restated Bylaws, a
copy of which Fourth Amendment is attached hereto as Exhibit 3.2 and
incorporated herein by reference.
On March 16, 1998, the registrant issued a press release announcing the
adoption of the Fourth Amendment to Amended and Restated Bylaws of LIDAK
Pharmaceuticals.
The registrant incorporates by reference herein the press release dated
March 16, 1998, attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits
(c) Exhibits
(i) Exhibit 3.2 -- Fourth Amendment to Amended and Restated
Bylaws of LIDAK Pharmaceuticals, dated March 14, 1998.
(ii) Exhibit 99.1 -- Press Release dated March 16, 1998.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LIDAK PHARMACEUTICALS
Date: March 17, 1998 By:\s\Jeffery B. Weinress
-------------------------
Jeffery B. Weinress
Vice President & Chief Financial Officer
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Exhibit 3.2
FOURTH AMENDMENT TO AMENDED AND RESTATED
BYLAWS OF LIDAK PHARMACEUTICALS
March 14, 1998
Article 2 - "Meetings of Shareholders," Section 2.1.2 of the Amended and
Restated Bylaws of LIDAK Pharmaceuticals, a California corporation, is hereby
amended and restated as follows:
"2.1.2 (a) The annual meeting of shareholders shall be held each year
on a date and at a time fixed by the Board of Directors. At each annual
meeting, (i) directors shall be elected from the persons who are nominated
in accordance with the procedures set forth in paragraph (b) below and (ii)
any proper business shall be conducted which has been submitted in
accordance with the procedures set forth in paragraph (b) below.
(b) Only proper business which has been submitted in accordance with
the following procedures shall be conducted at the annual meeting.
Submissions of nominations of persons for election as directors or other
proper business to be conducted at the annual meeting may be made at such
meeting by or at the direction of the Board of Directors, by any committee
or persons appointed by the Board of Directors or by any shareholder of the
corporation who complies with the notice procedures set forth in this
paragraph. Such submissions of proper business by any shareholder shall be
made pursuant to timely notice in writing to the Secretary of the
corporation. To be timely, a shareholder's notice shall be delivered to, or
mailed and received at, the principal executive offices of the corporation
not less than 10 days prior to the annual meeting. Such shareholder's
notice to the Secretary shall set forth (i) a description of the proper
business submitted for consideration at the annual meeting, (ii) the name
and record address of the stockholder giving the notice, (iii) the class
and number of shares of capital stock of the corporation which are
beneficially owned by the stockholder, and (iv) if such business involves
the nomination of a person for election as a director, the name, age,
business and residence addresses and principal occupation of such person.
No proper business shall be conducted at the annual meeting unless
submitted in accordance with the procedures set forth herein. The officer
of the corporation presiding at an annual meeting shall, if the facts
warrant, determine and declare to the meeting that a submission of a proper
nomination or proper business was not made in accordance with the foregoing
procedure, and if he should so determine, he shall so declare to the
meeting and the defective submission shall be disregarded."
All other provisions of the Amended and Restated Bylaws remain unchanged and in
full force and effect.
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Exhibit 99.1
DATE: MARCH 16, 1998 CONTACT: JEFFERY B. WEINRESS
VICE PRESIDENT & CFO
LIDAK PHARMACEUTICALS
RELEASE DATE: IMMEDIATE (619) 558-0364, EXT. 242
LIDAK PHARMACEUTICALS ANNOUNCES
BYLAW AMENDMENT REGARDING PROPER
SUBMISSION OF BUSINESS TO ANNUAL MEETING
LA JOLLA, CALIFORNIA - March 16, 1998 -- LIDAK Pharmaceuticals (NASDAQ NM:
LDAKA) announced today that its Board of Directors has adopted unanimously an
amendment to the Company's Bylaws, to provide that any shareholder seeking to
nominate a candidate for election as a director at the Company's annual meeting
or to submit other proper business to be conducted at the annual meeting must
deliver timely advance written notice of the nomination or submission to the
Secretary of the Company. To be timely, a shareholder's notice must be delivered
to, or mailed and received at, the Company's executive offices not less than 10
days prior to the annual meeting. A shareholder's notice must set forth (i) a
description of the proper business submitted for consideration at the annual
meeting, (ii) the name and record address of the shareholder giving notice,
(iii) the class and number of shares of capital stock of the Company which are
beneficially owned by the shareholder, and (iv) if the business involves the
nomination of a person for election as a director, the name, age, business and
residence address and principal occupation of such person.
The 1998 Annual Meeting of Shareholders of LIDAK Pharmaceuticals will be
held on April 18, 1998, so to be timely notice must be received at the Company
by April 8, 1998.
William N. Jenkins, Chairman of the Board, stated, "We have adopted this
Bylaw amendment to allow shareholders enough time to nominate candidates or to
submit proper business to be conducted at the annual meeting, while at the same
time providing the Board sufficient opportunity to evaluate the merits of any
proposal and assure an orderly and productive annual meeting of shareholders."
LIDAK Pharmaceuticals is developing therapeutic products designed to treat
virally caused diseases, allergies and asthma, inflammatory disorders and
cancer.
# # #
The information contained in this press release, including any forward
looking statements contained herein, should be reviewed in conjunction with the
Company's Annual Report on Form 10-K and other publicly available information
regarding the Company, copies of which are available from the Company upon
request. Such publicly available information sets forth many risks and
uncertainties related to the Company's business and such statements, including
risks and uncertainties related to drug development and clinical trials. Final
review decisions made by the FDA and other regulatory agencies concerning
clinical trial results are unpredictable and outside of the influence and/or
control of the Company.
