0001193125-16-732477.txt : 20161006 0001193125-16-732477.hdr.sgml : 20161006 20161006140602 ACCESSION NUMBER: 0001193125-16-732477 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161006 ITEM INFORMATION: Other Events FILED AS OF DATE: 20161006 DATE AS OF CHANGE: 20161006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FEMALE HEALTH CO CENTRAL INDEX KEY: 0000863894 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 391144397 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13602 FILM NUMBER: 161924629 BUSINESS ADDRESS: STREET 1: 150 NORTH MICHIGAN AVENUE STREET 2: STE 1580 CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3125959123 MAIL ADDRESS: STREET 1: 150 NORTH MICHIGAN AVENUE STREET 2: SUITE 1580 CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: WISCONSIN PHARMACAL COMPANY INC DATE OF NAME CHANGE: 19920703 8-K 1 d261032d8k.htm 8-K 8-K

 

 

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 (Date of earliest event reported): October 6, 2016

 

 

THE FEMALE HEALTH COMPANY

(Exact name of registrant as specified in its charter)

Wisconsin

(State or other jurisdiction of incorporation)

 

 

 

1-13602   39-1144397
(Commission File Number)   (I.R.S. Employer I.D. Number)

150 North Michigan Avenue

Suite 1580

Chicago, Illinois

   60601
(Address of Principal Executive Offices)   (Zip Code)

312-595-9123

(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):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)

 

☐ 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))

 

 

 

Item 8.01 Other Events

On August 8, 2016, The Female Health Company (the “Company”) filed with the Securities and Exchange Commission a proxy statement (the “Proxy Statement”) for a special meeting of shareholders (the “Special Meeting”) to consider matters relating to the proposed merger transaction with Aspen Park Pharmaceuticals, Inc. (“APP”). The Special Meeting has been adjourned until October 14, 2016, at 10:00 a.m., Central Time, at the Company’s offices, 150 North Michigan Avenue, Suite 1580, Chicago, Illinois 60601. The Proxy Statement included a proposal (Proposal 2) to amend the Company’s Amended and Restated Articles of Incorporation to increase the total number of authorized common stock from 38,500,000 shares to 160,000,000 shares of common stock and the authorized preferred stock from 5,015,000 shares to 40,000,000 shares of preferred stock.

On or about September 6, 2016, Institutional Shareholder Services Inc. (“ISS”) published a proxy analysis and vote recommendation for the Special Meeting. Proposal 2 received an unfavorable recommendation from ISS because ISS (i) viewed the proposed increase in the number of shares of common stock as excessive and (ii) did not believe that the Company’s board of directors provided a sufficient rationale for the increase in the number of authorized preferred shares and specifically did not state that the preferred shares would not be used for anti-takeover purposes.

In response to the ISS recommendation, on October 6, 2016, the Board of Directors of Company unanimously approved a modification to Proposal 2 to (i) reduce the number of shares of common stock to be authorized from 160,000,000 to 77,000,000 and (ii) eliminate any increase in the number of shares of authorized preferred stock. APP has agreed and consented to these modifications to Proposal 2.

 

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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.

 

    THE FEMALE HEALTH COMPANY
Date: October 6, 2016      
    By:  

/s/ Michele Greco

     

Michele Greco, Executive Vice President and

Chief Financial Officer

 

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