AQUM 8k AQUAMER MEDICAL CORP. FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits Edgar Online "Glimpses"
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
As more fully described in the Company's Definitive Proxy Statement filed December 9, 2010 , on December 20, 2010 , Aquamer Medical Corp. (the "Company") held a special meeting of its shareholders. At the meeting, a majority of the shareholders present in person or by proxy approved changing the Company's name to " Urban Ag . Corp.", effecting a reverse stock split of the Company's outstanding common stock at an exchange ratio of one-for-eighty-seven (1:87) and reducing the number of the Company's authorized shares of common stock from 200,000,000 shares to 15,000,000 shares. A copy of the Certificate of Amendment to the Company's Certificate of Incorporation is attached hereto as Exhibit 3.1
Item 5.07. Submission of Matters to a Vote of Security Holders.
As more fully described in the Company's Definitive Proxy Statement filed December 9, 2010 , on December 20, 2010 , Aquamer Medical Corp. (the "Company") held a special meeting of its shareholders. At the meeting, a majority of the Company's shareholders present in person or by proxy approved:
(i) changing the Company's name to " Urban Ag . Corp." with 96,032,401 shares voting for, 0 shares voting against, and 21,620 shares abstaining;
(ii) effecting a reverse stock split of the Company's outstanding common stock at an exchange ratio of one-for-eighty-seven (1:87), with 96,032,361 shares voting for, 21,660 shares voting against, and 0 shares abstaining;
(iii) reducing the number of the Company's authorized shares of common stock from 200,000,000 shares to 15,000,000 shares, with 96,032,361 shares voting for, 21,660 shares voting against, and 0 shares abstaining;
(iv) the adoption of the Company's 2010 Long-Term Incentive Plan, with 96,054,021 shares voting for, 0 shares voting against, and 0 shares abstaining; and
(v) the appointment of Miller Wachman LLP of Boston, Massachusetts , a registered public accounting firm, as its independent auditors for the fiscal year ending December 31, 2010 , with 96,054,021 shares voting for, 0 shares voting against, and 0 shares abstaining.
Item 8.01 Other Events.
On December 27 , the Company issued a press release announcing the results of the Special Meeting described in Item 5.07. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Certificate of Amendment to Certificate of Incorporation 10.1 2010 Long-Term Incentive Plan (1) 99.1 Press Release of Aquamer Medical Corp. , dated December 27, 2010
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(1) Incorporated by reference from the Company's Definitive Proxy Statement, filed December 9, 2010
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