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 1934

Date of Report (date of earliest event reported): December 14, 2011

 

 

MIMEDX GROUP, INC.

(Exact name of registrant as specified in charter)

 

 

 

Florida		000-52491		26-2792552
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
60 Chastain Center Blvd., Suite 60 Kennesaw, GA				30144
(Address of principal executive offices)				(Zip Code)

(678) 384-6720

(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 registrant under any of the following provisions:

 

¨	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))

 

 

 

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Item 5.03

Amendments to Articles of Incorporation or Bylaws.

 

(a)

On October 31, 2012, the Shareholders of MiMedx Group, Inc. authorized an amendment to the Articles of Incorporation (the “Articles”) to increase the number of authorized shares of the Company’s capital stock from 115,000,000 shares to 135,000,000 shares, and to increase the number of shares designated as common stock from 110,000,000 shares ($.001 par value) to 130,000,000 shares ($.001 par value).

 

(b)

On December 14, 2011, the Shareholders of MiMedx Group, Inc. authorized an amendment to the Articles of Incorporation (the “Articles”) to increase the number of authorized shares of the Company’s capital stock from 105,000,000 shares to 115,000,000 shares, and to increase the number of shares designated as common stock from 100,000,000 shares ($.001 par value) to 110,000,000 shares ($.001 par value).

 

Item 5.07

Submission of Matters to a Vote of Security Holders

 

(a)

On October 31, 2012, MiMedx Group, Inc., held an annual meeting of its shareholders. There were five proposals acted upon at that meeting. All proposals were approved by the Shareholders. The following is a description of each item and the votes cast for each:

Proposal 1: The election of three Class II directors, as follows:

 

		For				Withheld
Joseph G. Bleser			40,862,486				83,006
Steven Gorlin			40,578,626				366,866
Bruce L. Hack			40,327,869				617,623

 

		For				Against				Withheld				Broker Non-Votes
Total shares voted			40,862,486				0				1,067,495				21,873,158

Proposal 2: By the following vote, the shareholders approved the proposal to amend the Company’s Articles of Incorporation (the “Articles”) to increase the number of authorized shares of the Company’s capital stock and common stock

 

		For				Against				Abstain
Total shares voted			60,203,254				2,600,532				14,864

Proposal 3: By the following vote, the shareholders approved the proposal to amend the Company’s 2006 Stock Incentive Plan

 

		For				Against				Abstain
Total shares voted			36,567,351				2,967,591				1,410,550

Proposal 4: The appointment of Cherry, Bekaert & Holland LLP as our principal independent auditor was ratified by the following shareholder vote

 

		For				Against				Abstain
Total shares voted			62,671,668				120,003				26,979

 

2

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(b)

On December 14, 2011, MiMedx Group, Inc., held an annual meeting of its shareholders. There were five proposals acted upon at that meeting. All proposals were approved by the Shareholders. The following is a description of each item and the votes cast for each:

Proposal 1: The election of four Class I directors, as follows:

 

		For				Withheld
Kurt M. Eichler			34,820,140				260,006
Charles E. Koob			35,080,134				12
Andrew K. Rooke, Jr.			34,606,756				473,390
William C. Taylor			35,030,134				50,012

 

		For				Against				Withheld				Broker Non-Votes
Total shares voted			35,080,140				0				783,420				18,976,672

Proposal 2: By the following vote, the shareholders approved the proposal to amend the Company’s Articles of Incorporation (the “Articles”) to increase the number of authorized shares of the Company’s capital stock and common stock

 

		For				Against				Abstain
Total shares voted			52,529,025				1,518,283				9,510

Proposal 3: By the following vote, the shareholders approved the proposal to amend the Company’s 2006 Stock Incentive Plan

 

		For				Against				Abstain
Total shares voted			31,186,303				3,696,334				197,509

Proposal 4: The appointment of Cherry, Bekaert & Holland LLP as our principal independent auditor was ratified by the following shareholder vote

 

		For				Against				Abstain
Total shares voted			53,929,123				3				127,692

 

3

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Item 9.01

Financial Statements and Exhibits

(d) Exhibits

 

Exhibit 3.1		Amendment to the Articles of Incorporation of Mimedx Group, Inc.

 

4

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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.

 

				MIMEDX GROUP, INC.
Dated: November 5, 2012				By:		/s/: Michael J. Senken
						Michael J. Senken, Chief Financial Officer

 

5

Exhibit 3.1

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

MIMEDX GROUP, INC.

MiMedx Group, Inc., a corporation organized and existing under the laws of the State of Florida, hereby certifies as follows:

1. The name of the corporation is MiMedx Group, Inc. (the “Corporation”).

2. Pursuant to Section 607.1003 of the Florida Business Corporation Act (the “Act”), these Articles of Amendment (“Articles of Amendment”) amend the Articles of Incorporation of the Corporation filed in the Office of the Department of State of the State of Florida on February 28, 2008, as amended by the Articles of Merger filed in the Office of the Department of State of the State of Florida on March 31, 2008, the Articles of Amendment filed in the Office of the Department of State of the State of Florida on May 14, 2010, and the Articles of Amendment filed in the Office of the Department of State of the State of Florida on August 8, 2012 (as amended, the “Amended Articles”).

3. These Articles of Amendment were duly adopted by the Board of Directors of the Corporation in accordance with the provisions of Section 607.1003 of the Act on August 2, 2012.

4. These Articles of Amendment were duly approved by holders of a majority of the outstanding shares of the Common Stock of the Corporation in accordance with the provisions of Section 607.1003 of the Act and the Amended Articles on October 31, 2012.

5. The Amended Articles are hereby amended by deleting the first paragraph of Article 3 in its entirety, and inserting the following text in lieu thereof:

Article 3. Capital Stock. The total number of shares of stock which the Corporation shall have authority to issue is not more than 135,000,000 shares of capital stock, of which 130,000,000 shares shall be designated “Common Stock,” at $.001 par value per share, and 5,000,000 shares shall be designated as “Preferred Stock,” at $.001 par value per share.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment on October 31, 2012.