0001104659-12-000908.txt : 20120106 0001104659-12-000908.hdr.sgml : 20120106 20120106170132 ACCESSION NUMBER: 0001104659-12-000908 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120106 ITEM INFORMATION: Material Modifications to Rights of Security Holders FILED AS OF DATE: 20120106 DATE AS OF CHANGE: 20120106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cyclacel Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001130166 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 911766850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50626 FILM NUMBER: 12515284 BUSINESS ADDRESS: STREET 1: 200 CONNELL DRIVE STREET 2: SUITE 1500 CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 BUSINESS PHONE: 908-517-7330 MAIL ADDRESS: STREET 1: 200 CONNELL DRIVE STREET 2: SUITE 1500 CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 FORMER COMPANY: FORMER CONFORMED NAME: XCYTE THERAPIES INC DATE OF NAME CHANGE: 20001218 8-K 1 a12-2277_18k.htm 8-K

 

 

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 of 1934

 

Date of Report (Date of earliest event reported):  January 6, 2012

 

CYCLACEL PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-50626

 

91-1707622

(State or other jurisdiction

 

(Commission File Number)

 

(IRS Employer

of incorporation)

 

 

 

Identification No.)

 

200 Connell Drive, Suite 1500

Berkeley Heights, NJ 07922

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (908) 517-7330

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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 3.03               Material Modification to Rights of Security Holders.

 

On January 6, 2012, the Board of Directors (the “Board”) of Cyclacel Pharmaceuticals, Inc. (the “Company”) decided not to declare the quarterly cash dividend on the Company’s 6% Convertible Exchangeable Preferred Stock (the “Preferred Stock”) with respect to the fourth quarter of 2011 that would have otherwise been payable on February 1, 2012.

 

As previously disclosed, the Board also did not declare the quarterly cash dividend with respect to each of the four quarters of fiscal year 2009, the first, second and third quarters of fiscal year 2010 and the second and third quarters of fiscal year 2011. To the extent that any dividends payable on the Preferred Stock are not paid, such unpaid dividends are accrued. As the Company failed to pay in an aggregate amount equal to at least six quarterly dividends (whether or not consecutive) on the Preferred Stock, the size of the Company’s Board was increased by two members and the holders of the Preferred Stock, voting separately as a class, voted on May 24, 2011 and elected two directors to fill the vacancies created thereby, which directorships shall terminate when the Company pays all accrued but unpaid dividends.

 

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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 thereunto duly authorized.

 

 

 

 

CYCLACEL PHARMACEUTICALS, INC.

 

 

 

 

 

 

 

 

By:

/s/ Paul McBarron

 

 

Name:

Paul McBarron

 

 

Title:

Executive Vice President—Finance,

 

 

 

Chief Financial Officer and

 

 

 

Chief Operating Officer

 

 

 

Date: January 6, 2012

 

 

 

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