Eden Bioscience Corp 8-K 4-17-2006
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: April 17, 2006
(Date
of
earliest event reported)
(Exact
name of registrant as specified in its charter)
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WA
(State
or other jurisdiction
of
incorporation)
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0-31499
(Commission
File Number)
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91-1649604
(IRS
Employer
Identification
Number)
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11816
North Creek Parkway N.
Bothell,
WA
(Address
of principal executive offices)
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98011-8201
(Zip
Code)
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425-806-7300
(Registrant's
telephone number, including area code)
(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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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On
April 17, 2006, Eden Bioscience Corporation (the "Company") amended
its Restated Articles of Incorporation. The amendment, which is effective at
5:00p.m., Pacific daylight time, on April 18, 2006, serves to effect a 1-for-3
reverse stock split of the Company's common stock and to reduce the Company's
number of authorized shares of common stock from 100,000,000 to 33,333,333.
The
articles of amendment to the Restated Articles of Incorporation are attached
as
Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein
by
reference.
Item
8.01 - Other Events
On
April
17, 2006, the Company filed an amendment to its Restated Articles of
Incorporation that effects a 1-for-3 reverse stock split of the Company's
outstanding common stock. The reverse stock split will be effective with respect
to shareholders of record at 5:00p.m., Pacific daylight time, on April 18,
2006
(the "Effective Time"). As a result of the reverse stock split, each three
shares of common stock will be combined and reclassified into one share of
common stock and the total number of shares outstanding will be reduced from
24,406,870 million shares to approximately 8,135,623 million
shares.
The
Company's common stock will trade under the symbol "EDEND" for 20 trading days
beginning on April 19, 2006 to designate that it is trading on a post-reverse
split basis. The common stock will resume trading under the symbol "EDEN" after
the 20-day period has expired.
The
Board
of Directors of the Company approved the reverse stock split to help the Company
regain compliance with The Nasdaq Capital Market's $1 minimum bid price
continued listing requirement. As reported on the Company's Current Report
on
Form 8-K filed on April 4, 2006, the Company received a Nasdaq Staff
Determination Letter on April 3, 2006 stating that the Company's
common stock had not regained compliance with the $1 minimum bid price continued
listing requirement set forth in Marketplace Rule 4310(c)(4) (the "Bid Price
Requirement") during the 180-day extension period provided the Company on
October 10 2005. Consequently, the Company's common stock is subject
to delisting from The Nasdaq Capital Market. The Company requested a hearing
before a Nasdaq Listing Qualifications Panel to review the Staff Determination,
which stayed the delisting action pending the issuance of a final decision
by
the Panel. The hearing is scheduled for May 4, 2006. The Company can regain
compliance with the Bid Price Requirement if the Company's stock closes at
or
above $1 for 10 consecutive business days following the reverse stock split,
in
which case the Company would expect to receive notification from Nasdaq that
it
has regained compliance and that the hearing process will be
terminated.
The
Company's Board of Directors believes that maintaining the Company's listing
on
the Nasdaq Capital Market is in the Company's best interest and the best
interest of the Company's shareholders because The Nasdaq Capital Market
provides a broader market for trading the Company's common stock and increases
the Company's ability to use common stock for strategic or financing
transactions. However, there can be no assurance that the reverse stock split
will cause the Company to regain compliance with the Bid Price Requirement
for
the required period of time. If the Company does not regain compliance and
the
common stock is delisted from The Nasdaq Capital Market, trading in the common
stock would have to be conducted on a regional stock exchange, if available,
or
in the over-the-counter market on an electronic bulletin board established
for
unlisted securities such as the Pink Sheets or the OTC Bulletin Board. Any
of
these would likely significantly decrease the liquidity of the Company's common
stock.
The
reverse stock split affects all of the Company's shareholders uniformly and
does
not affect any shareholder's percentage ownership interest in the Company,
except to the extent that the reverse stock split results in any of the
Company's shareholders owning a fractional share. As described below,
shareholders holding fractional shares are entitled to cash payments in lieu
of
such fractional shares. Such cash payments will reduce the number of post-split
shareholders to the extent there are shareholders holding, as of the Effective
Time, fewer than two shares. However, this was not the purpose of the reverse
stock split. The Company continues to be subject to the periodic reporting
requirements of the Securities Exchange Act of 1934, as amended, following
the
reverse stock split.
No
scrip
or fractional share certificates will be issued in connection with the reverse
stock split. Shareholders who otherwise would be entitled to receive fractional
shares because they hold a number of shares of the Company's common stock not
evenly divisible by three will be entitled, upon surrender of certificate(s)
representing such shares (to the extent in certificated form), to a cash payment
in lieu thereof. The cash payment will equal the product obtained by multiplying
(a) the fraction to which the shareholder would otherwise be entitled by
(b) the per share closing sales price of our common stock on trading day
immediately preceding the Effective Time, as reported on The Nasdaq Capital
Market, which was $0.76 ($2.28 on a post-reverse stock split basis). The
ownership of a fractional interest will not give the holder thereof any voting,
dividend or other rights except to receive the cash payment
therefor.
Beginning
at the Effective Time, each certificate representing shares of the Company's
common stock before the reverse stock split will automatically be deemed for
all
corporate purposes to evidence ownership of one-third of the shares indicated
on
the certificate rounded down to the nearest whole share. All shares issuable
upon exercise of outstanding stock options will automatically be
adjusted.
The
Company's transfer agent, Mellon Investor Services LLC, will act as exchange
agent for purposes of implementing the exchange of stock certificates. As soon
as practicable after the Effective Time, shareholders of record will receive
a
letter of transmittal requesting that they surrender the stock certificates
they
currently hold for stock certificates reflecting the adjusted number of shares
as a result of the reverse stock split and cash in lieu of any fractional
shares, if applicable. Persons who hold their shares in brokerage accounts
or
"street name" will not be required to take any further actions to effect the
exchange of their certificates. No new certificates will be issued to a
shareholder until the shareholder has surrendered the shareholder's outstanding
certificate(s), together with the properly completed and executed letter of
transmittal, to the exchange agent. Until surrender, each certificate
representing shares before the reverse stock split will continue to be valid
and
will represent the adjusted number of shares rounded down to the nearest whole
share. Shareholders should not destroy any stock certificate and should not
submit any certificates until they receive a letter of transmittal.
Item
9.01 - Financial Statements and Exhibits.
EXHIBITS
| 3.1 |
Articles
of Amendment to Articles of
Incorporation.
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| 99.1 |
Press
Release of Eden Bioscience Corporation, dated
April 18, 2006.
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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.
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Dated:
April 18, 2006
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EDEN
BIOSCIENCE CORPORATION
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By:
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/s/
Bradley S. Powell
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Bradley
S. Powell
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Chief
Financial Officer
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