- Current report filing (8-K)
23 Novembro 2009 - 3:58PM
Edgar (US Regulatory)
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): November 19, 2009
NEUROBIOLOGICAL TECHNOLOGIES,
INC.
(Exact name of registrant as
specified in its charter)
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Delaware
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000-23280
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94-3049219
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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2000 Powell Street, Suite
800, Emeryville,
California
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94608
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number,
including area code:
(510) 595-6000
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NOT
APPLICABLE
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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:
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))
1
Item 5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On November 19,
2009, the Board of Directors of Neurobiological Technologies, Inc. (the
“
Company
”) approved the extension of COBRA coverage
for each of its three remaining employees, including its Chief Financial
Officer, Matthew M. Loar, for up to the earlier of (a) 18 months and
(b) the date that such employee is eligible to receive similar group life,
health and dental benefits through a new employer.
Item 8.01. Other Events.
On November 19,
2009, the Board of Directors of the Company approved an extraordinary cash
dividend of $0.18 per share to the holders of record of common stock as of
November 30, 2009. The dividend will be paid on or about December 9, 2009
and the Company’s stock is expected to trade ex-dividend after the
payment is made.
The Company expects
that it will file a Form 25 to delist its common stock from the NASDAQ
Capital Market and that it will file a certificate of dissolution with the
Secretary of State of Delaware on or about December 17, 2009 (the
“
Effective Date
”). The Company also currently expects
to close its stock transfer books on or around the Effective Date and to
discontinue recording transfers and issuing stock certificates (other than
replacement certificates) at that time. Accordingly, it is expected that
trading in shares of the Company’s common stock will cease after the
Effective Date.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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99.1
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Press Release of Neurobiological Technologies,
Inc., dated November 23, 2009
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2
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 thereunto duly
authorized.
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Dated: November 23, 2009
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NEUROBIOLOGICAL TECHNOLOGIES,
INC.
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By:
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/s/
Matthew M. Loar
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Matthew M. Loar
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Vice President and Chief Financial Officer
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3
EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press Release of Neurobiological Technologies,
Inc., dated November 23, 2009.
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4
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