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
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July 11, 2016
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Date of Report (Date of Earliest Event Reported)
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Surmodics, Inc.
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(Exact Name of Registrant as Specified in its Charter)
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Minnesota
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0-23837
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41-1356149
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(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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9924 West 74th Street
Eden Prairie, Minnesota
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55344
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(Address of Principal Executive Offices)
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(Zip Code)
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(952) 500-7000
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(Registrant’s Telephone Number, Including Area Code)
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SurModics, Inc.
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(Former Name or Former Address, if Changed Since Last Report)
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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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ 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))
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On July 11, 2016, we amended our articles of incorporation to change our name from SurModics, Inc., to Surmodics, Inc., which change became effective immediately. The name change was effected by our board of directors pursuant to Section 302A.135 Subdivision 7 of the Minnesota Statutes, which permits such amendments to be made without shareholder approval. These articles of amendment were filed with the Minnesota Secretary of State on July 11, 2016, and a complete copy of the filing is filed as Exhibit 3.1 to this report and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
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Description
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3.1
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Articles of Amendment to Articles of Incorporation of SurModics, Inc., as filed July 11, 2016
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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.
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SURMODICS, INC.
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Date: July 13, 2016
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/s/ Bryan K. Phillips
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Bryan K. Phillips
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Sr. Vice President, General Counsel and Secretary
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EXHIBIT INDEX
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Exhibit
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Description
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3.1
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Articles of Amendment to Articles of Incorporation of SurModics, Inc., as filed July 11, 2016
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Exhibit 3.1
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
SURMODICS, INC.
The undersigned, Bryan K. Phillips, Secretary of SurModics, Inc., a Minnesota corporation (the “Corporation”), hereby certifies that:
1. Article I of the Corporation’s Amended and Restated Articles of Incorporation is amended and restated to read in its entirety as follows:
ARTICLE I - NAME
The name of the corporation shall be Surmodics, Inc.
2. This amendment was adopted pursuant to Chapter 302A of the Minnesota Statutes.
3. Pursuant to Section 302A.135, Sub. 7, of the Minnesota Statutes, approval of this amendment by the shareholders of the Corporation is not required.
IN WITNESS WHEREOF, I have subscribed my name this 11th day of July, 2016.
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SURMODICS, INC.
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/s/ Bryan K. Phillips
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Bryan K. Phillips
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Sr. Vice President, General Counsel and Secretary
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