proxy8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by
the Registrant [x] Filed by a Party other than the
Registrant [ ]
Check the
appropriate box:
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[
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Preliminary
Proxy Statement
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[
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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[
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Definitive
Proxy Statement
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[x]
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Definitive
Additional Materials
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[
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Soliciting
Material pursuant to § 240.14a-12
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Microfluidics
International Corporation
(Name
of Registrant as specified in its Charter)
_______________________________________
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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[
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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Title of
each class of securities to which the transaction applies:
________________________________________________
Aggregate
number of securities to which the transaction applies:
________________________________________________
Per unit
price or other underlying value of the transaction computed pursuant to Exchange
Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined):
________________________________________________
Proposed
maximum aggregate value of the transaction:
________________________________________________
Total fee
paid:
________________________________________________
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[
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Fee
paid previously with preliminary
materials
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[
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing:
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Amount
previously paid: ________________________________________________
Form,
Schedule or Registration Statement:
__________________________________
Filing
Party: __________________________________________________________
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(4)
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Date
Filed:____________________________________________________________
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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)
MICROFLUIDICS
INTERNATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
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Commission
file number 0-11625
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DELAWARE
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04-2793022
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(State
or Other Jurisdiction of Incorporation or Organization)
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30
Ossippe Road, Newton, MA
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02464
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(617)
969-5452
(Registrant's
Telephone No., including Area Code)
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)
oSoliciting 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))
oPre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section
8 – Other Events
Item
8.01. Other
Events.
Microfluidics International Corporation
(the “Company”) is
holding its annual meeting of stockholders on June 4, 2009 (the “Meeting”). Previously,
the Company mailed to its stockholders on or about May 13, 2009 the proxy
statement for the Meeting that was filed with the Securities and Exchange
Commission (the “Commission”) on April 29,
2009.
One of the items which the Company’s
stockholders are being asked to vote on at the Meeting is an amendment to its
Certificate of Incorporation to increase the number of authorized shares of
common stock to 30,000,000 from 20,000,000, which is referred to in the
proxy statement as Proposal 2. As described in Proposal 2 of the proxy
statement, the Company is seeking authorization of the amendment to comply with
its obligations under a $5,000,000 convertible debenture (the “Debenture”) and a warrant (the
“Warrant”) that it sold
to Global Strategic Partners, LLC, a Delaware limited liability company,
pursuant to a Debenture and Warrant Purchase Agreement (the “Agreement” and together with
the Warrant and Debenture, the “Transaction Documents”) dated
November 14, 2008. Under the terms of the Transaction Documents, the
Company is required to amend its Certificate of Incorporation to increase its
authorized shares of common stock by at least that number of shares as is
necessary, when aggregated with the shares previously authorized and available
for issuance under the amended Certificate of Incorporation, to permit it to
fulfill its obligations under the Transaction Documents. Failure to increase the
number of authorized shares as required would be an event of default under
the terms of the Transaction Documents.
The proxy statement, which was sent to
the Company’s stockholders, incorrectly stated that the affirmative vote of a
majority of the shares present, in person or represented by proxy, at the
Meeting and entitled to vote is required to approve the amendment to the
Company’s Certificate of Incorporation. In fact, the affirmative vote of a
majority of the outstanding shares of common stock entitled to vote at the
Meeting is required to approve the amendment to the Company’s Certificate of
Incorporation, which is a higher threshold than was previously disclosed in the
proxy statement. As such, any shares voted to abstain and any broker
“non-votes” will have the same effect as votes against Proposal 2.
In addition, under Rule 14a-8
promulgated under the Securities and Exchange Act of 1934, stockholders of the
Company may present proper proposals for inclusion in the Company’s proxy
statement and for consideration at the next annual meeting of stockholders by
submitting their proposals to the Company in a timely manner. In order to be
considered for inclusion in the proxy statement distributed to stockholders
prior to the annual meeting in the year 2010, a stockholder proposal must be
received by the Company no later than January 13, 2010 and must otherwise comply
with the requirements of Rule 14a-8. The proxy statement had
previously disclosed the date as December 25, 2009.
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, thereunto duly
authorized.
MICROFLUIDICS
INTERNATIONAL CORPORATION
(Registrant)
May 27,
2009
By: /s/ Peter
Byczko
Peter Byczko
Vice President of Finance
& Chief Accounting Officer