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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): September 12, 2005
IDERA PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-31918
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04-3072298 |
(State or Other Juris-
diction of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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345 Vassar Street,
Cambridge, Massachusetts
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02139 |
(Address of Principal Executive Offices)
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(Zip Code) |
(617) 679-5500
Registrants telephone number, including area code:
n/a
(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))
TABLE OF CONTENTS
Item 5.03: Amendments to Articles of Incorporation or Bylaws
Effective September 12, 2005, Hybridon, Inc. changed its name to Idera Pharmaceuticals, Inc.
The Registrant began trading under a new American Stock Exchange symbol IDP on September 13,
2005. A copy of the Certificate of Ownership and Merger pursuant to which the name change was
effectuated is attached as Exhibit 3.1 to this Current Report on Form 8-K.
Item 9.01: Financial Statements and Exhibits
(c) |
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Exhibits |
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3.1 |
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Certificate of Ownership and Merger merging Idera Pharmaceuticals,
Inc., a wholly owned subsidiary of Hybridon, Inc., into Hybridon,
Inc., effective September 12, 2005. |
SIGNATURE
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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HYBRIDON, INC. |
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Date:
September 14, 2005
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By: |
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/s/ Robert G. Andersen |
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Robert G. Andersen |
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Chief Financial Officer and Vice President of Operations |
EXHIBIT INDEX
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Exhibit No. |
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Description |
3.1
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Certificate of Ownership and Merger merging Idera
Pharmaceuticals, Inc., a wholly owned subsidiary of Hybridon,
Inc., into Hybridon, Inc., effective September 12, 2005. |
exv3w1
Exhibit 3.1
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
IDERA PHARMACEUTICALS, INC.
(a Delaware corporation)
INTO
HYBRIDON, INC.
(a Delaware corporation)
Pursuant to Section 253 of the General Corporation Law of the State of Delaware, Hybridon,
Inc., a corporation organized and existing under and by virtue of the General Corporation Law of
the State of Delaware (the Corporation), does hereby certify:
FIRST: That the Corporation was incorporated on May 25, 1989, pursuant to the General
Corporation Law of the State of Delaware.
SECOND: That the Corporation owns all of the outstanding shares of the capital stock
of Idera Pharmaceuticals, Inc., a corporation incorporated on August 24, 2005, pursuant to the
General Corporation Law of the State of Delaware (the Subsidiary).
THIRD: That on September 9, 2005, the Board of Directors of the Corporation, acting
by written consent in accordance with Section 141(f) of the General Corporation Law of the State of
Delaware, duly adopted the following resolutions and determined to merge the Subsidiary into the
Corporation and change the Corporations corporate name to Idera Pharmaceuticals, Inc. on the
conditions set forth in such resolutions:
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RESOLVED: |
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That, the Corporation shall, pursuant to Section 253 of
the Delaware Code, merge into itself Idera Pharmaceuticals,
Inc., a wholly owned subsidiary of the Corporation (the
Subsidiary), and shall assume all of the Subsidiarys
liabilities and obligations (the Merger); and that upon the
effectiveness of the Merger, the Corporations corporate name
shall be changed to Idera Pharmaceuticals, Inc. |
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RESOLVED: |
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That the Corporation, as the sole stockholder of the
Subsidiary, be and hereby is authorized to take such actions as
are necessary or appropriate to effect the Merger. |
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RESOLVED: |
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That the Chief Executive Officer and the Chief Financial
Officer of the Corporation (the Proper Officers) be, and
either acting singly, hereby is authorized and directed in the
name and on behalf of the Corporation to prepare, execute and
file with the Secretary of State of the State of Delaware a
Certificate of Ownership and Merger setting forth a copy of the
resolutions to merge the Subsidiary into the Corporation and to
assume the liabilities and obligations of said Subsidiary and
to change the Corporations corporate name to Idera
Pharmaceuticals, Inc. upon the effectiveness of the Merger;
and that the execution and filing thereof be conclusive
evidence of such approval and the authorization therefor by the
Board of Directors of the Corporation. |
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FOURTH: That the Merger of Subsidiary into the Corporation be effective as of
September 12, 2005 at 4:01 p.m. (ET).
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its authorized
officer this 12th day of September, 2005.
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HYBRIDON, INC.
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By: |
/s/ Sudhir Agrawal
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Name: |
Sudhir Agrawal |
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Title: |
Chief Executive Officer and President |
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