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): January 17, 2008
CYTRX CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| |
|
|
000-15327
(Commission File Number)
|
|
58-1642740
(I.R.S. Employer Identification No.) |
| |
|
|
11726 San Vicente Boulevard, Suite 650
Los Angeles, California
(Address of Principal Executive Offices)
|
|
90049
(Zip Code) |
(310) 826-5648
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
Amendment of Certificate of Incorporation
On January 17, 2008, the Board of Directors, or the Board, of CytRx Corporation (“we,” “our,”
“us,” “CytRx” or the “Company”) authorized an increase from 5,000 to 15,000 in the number of shares
of our authorized preferred stock designated as Series A Junior Participating Preferred Stock, or
Series A shares. The increase will be effected by a Certificate of Increase in the number of
Series A shares filed with the Delaware Secretary of State and that will become part of our Amended
and Restated Certificate of Incorporation.
The purpose of the increase in the number of Series A shares is to implement our current
Shareholder Rights Protection Agreement, or Rights Agreement. Under our Rights Agreement, we
previously declared a distribution of one right for each share of our outstanding common stock and
each share of common stock (including treasury shares) issued in the future (and prior to the
“separation time” (as defined in the Rights Agreement)). Each such right entitles the holder to
purchase from us as provided in the Rights Plan one ten-thousandth (1/10,000th) of a
Series A share. Since we currently have authorized 150,000,000 shares of common stock, including
currently issued and outstanding shares and shares held in treasury, we increased the total number
of Series A shares to 15,000 (i.e., 1/10,000th of the 150,000,000 total
authorized shares of common stock) in order to be able to fully implement the Rights Agreement.
Amendment of Bylaws
Also on January 17, 2008, the Board approved an amendment to our Restated Bylaws to correct
them as they relate to the manner of determining the number of our directors.
It came to our attention that our Restated Bylaws inadvertently omitted the text of Article
II, Section 2, paragraph (a) of the Bylaws previously adopted by the Board specifying that the
number of our directors will be fixed by resolution of the Board.
The above descriptions are qualified in their entirety by the full text of the Certificate of
Increase and amendment to our Restated Bylaws in the forms attached to this Form 8-K as Exhibits
3.1 and 3.2, respectively, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| (d) |
|
Exhibits. |
| |
| 3.1 |
|
Certificate of Increase in Shares Designated as Series A Junior Participating Preferred
Stock. |
| |
| 3.2 |
|
Amendment to Article II, Section 2, paragraph (a) of the Restated Bylaws of CytRx
Corporation. |
2