Form 8-K for MULTICELL TECHNOLOGIES INC.
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19-May-2005
Material Modifications, Change in FYE or Articles, Financial Statemen
ITEM 3.03. Material Modifications to Rights of Security Holders.
Reverse Stock Split. On May 18, 2005, MultiCell Technologies, Inc. (the Company) announced that its Board of Directors approved a one-for-five reverse stock split of the Company's outstanding common stock, effective at 5:00 P.M. EDT on May 18, 2005. The reverse stock split was approved by the Company's stockholders on May 18, 2005.
As a result of the reverse stock split, the shares of the Company's common stock have a new CUSIP number: 62544S 20 0.
To effect the reverse stock split, the Company filed an amendment to the Company's Certificate of Incorporation, as amended, with the Delaware Secretary of State on May 18, 2005, a copy of which is attached hereto as Exhibit 3.8. As a result of the reverse stock split, each outstanding five shares of the Company's common stock held by a stockholder will be exchanged for one share of the Company's common stock. No rights of the holders of the Company's common stock will be affected in any other manner. A copy of the press release announcing the approval and implementation of the reverse stock split is attached as Exhibit 99.1 to this report.
ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment to Certificate of Incorporation, as amended. Effective May 18, 2005, at 5:00 P.M. EDT, the Certificate of Incorporation of the Company was amended to effect a one-for-five reverse split of the outstanding common stock of the Company, as stated above, pursuant to the filing of a Certificate of Amendment with the Delaware Secretary of State, a copy of which is attached hereto as Exhibit 3.8.
Amended and Restated Bylaws. Effective May 18, 2005, the Bylaws of the Company were amended and restated in the form attached hereto as Exhibit 3.9, which is incorporated herein by this reference.
ITEM 9.01. Financial Statements and Exhibits.
Exhibits
The exhibits listed below are being furnished with this Form 8-K:
Exhibit No. Description
3.8 Certificate of Amendment to Certificate of Incorporation, as amended
3.9 Amended and Restated Bylaws of the Company
99.1 Press Release dated May 18, 2005
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