Spectral Diagnostics adopts new By-Laws which contain advance notice provisions
16 Abril 2013 - 10:16AM
OTC Markets
Spectral Diagnostics Inc. (TSX: SDI) (OTC
QX: DIAGF) ("Spectral",
or the "Corporation") today announced the approval
and adoption by its
board of directors (the "Board") of new by-laws
("By-Laws") which
include advance notice provisions, the purpose of which is to
require advance
notice be provided to the Corporation in circumstances where
nominations of
persons for election to the Board are made by shareholders of the
Corporation
other than pursuant to: (i) a requisition of a meeting of
shareholders made
pursuant to the provisions of the Business Corporations
Act (Ontario)
(the "Act"); or (ii) a shareholder
proposal made pursuant to the provisions
of the Act.
The purpose of the By-Law is to provide
shareholders, directors
and management of the Corporation with a clear framework for
nominating
directors. Among other things, the By-Law fixes a deadline by which
holders of
common shares of the Corporation must submit director nominations
to the
Corporation prior to any annual or special meeting of shareholders
and sets
forth the minimum information that a shareholder must include in
the notice to
the Corporation for the notice to be in proper written form.
In the case of an annual meeting of
shareholders, notice to the
Corporation must be made not less than 30 nor more than 65 days
prior to the
date of the annual meeting; provided, however, that in the event
that the annual
meeting is to be held on a date that is less than 50 days after the
date on
which the first public announcement of the date of the annual
meeting was made,
notice may be made not later than the close of business on the
10th
day following such public announcement. In the case of a special
meeting of
shareholders (which is not also an annual meeting), notice to the
Corporation
must be made not later than the close of business on the
15th day
following the day on which the first public announcement of the
date of the
special meeting was made.
The By-Law is effective immediately and will be placed before
shareholders
for ratification at the next annual and special meeting of
shareholders of the
Corporation. A copy of the By-Law has been filed under the
Corporation's profile
at www.sedar.com.
About Spectral Diagnostics
Spectral is a Phase III company seeking U.S. FDA
approval for
its lead theranostics product (Toraymyxin) for the treatment of
septic shock.
Toraymyxin is a therapeutic hemoperfusion device that removes
endotoxin, which
can cause sepsis, from the bloodstream. Directed by the Company's
Endotoxin
Activity Assay (EAA™), the only FDA-cleared diagnostic for the risk
of
developing sepsis, Spectral's EUPHRATES trial is the world's first
theranostics
trial in the area of sepsis.
Spectral is listed on the Toronto Stock Exchange under the symbol SDI,
and on the
OTC QX under the symbol DIAGF. For more information please visit
www.spectraldx.com
Forward-looking statement
Information in this news release that is not
current or
historical factual information may constitute forward looking
information within
the meaning of securities laws. Implicit in this information,
particularly in
respect of the future outlook of Spectral and anticipated events or
results, are
assumptions based on beliefs of Spectral's senior management as
well as
information currently available to it. While these assumptions were
considered
reasonable by Spectral at the time of preparation, they may prove
to be
incorrect.
Readers are cautioned that actual results
are subject to a
number of risks and uncertainties, including the availability of
funds and
resources to pursue R&D projects, the successful and timely
completion of
clinical studies, the ability of Spectral to take advantage of
business
opportunities in the biomedical industry, the granting of necessary
approvals by
regulatory authorities as well as general economic, market and
business
conditions, and could differ materially from what is currently
expected.
The TSX has not reviewed and does not accept
responsibility
for the adequacy or accuracy of this statement.
SOURCE: Spectral Diagnostics Inc.
For further information:
Spectral Diagnostics Inc.
Anthony Businskas
Executive Vice President and CFO
416-626-3233 ext.
2200
Adam Peeler
Investor Relations
416-815-0700 ext. 225
apeeler@tmxequicom.com
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