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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)
         
Delaware   001-31918   04-3072298
(State or Other Juris-
diction of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
     
345 Vassar Street,
Cambridge, Massachusetts
  02139
(Address of Principal Executive Offices)   (Zip Code)
(617) 679-5500
Registrant’s 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))
 
 

 


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Item 5.03: Amendments to Articles of Incorporation or Bylaws
Item 9.01: Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-3.1 Certificate of Ownership and Merger


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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)   Exhibits
 
3.1   Certificate of Ownership and Merger merging Idera Pharmaceuticals, Inc., a wholly owned subsidiary of Hybridon, Inc., into Hybridon, Inc., effective September 12, 2005.

 


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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.
         
    HYBRIDON, INC.
 
       
Date: September 14, 2005
  By:   /s/ Robert G. Andersen
 
       
 
      Robert G. Andersen
 
      Chief Financial Officer and
Vice President of Operations

 


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EXHIBIT INDEX
     
Exhibit No.   Description
3.1
  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 Corporation’s corporate name to “Idera Pharmaceuticals, Inc.” on the conditions set forth in such resolutions:
  RESOLVED:    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 Subsidiary’s liabilities and obligations (the “Merger”); and that upon the effectiveness of the Merger, the Corporation’s corporate name shall be changed to “Idera Pharmaceuticals, Inc.”  
 
  RESOLVED:    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.  

 


 

  RESOLVED:    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 Corporation’s 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.  
     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.
         
  HYBRIDON, INC.
 
 
  By:   /s/ Sudhir Agrawal    
  Name:   Sudhir Agrawal     
  Title:   Chief Executive Officer and President     
 
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