Download Unilife Corp (Form: 8-K, Received: 12/05/2011 09:56

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): December 5, 2011 (December 1, 2011)
UNILIFE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
001-34540
27-1049354
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
250 Cross Farm Lane,
York, Pennsylvania
17406
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (717) 384-3400
Not Applicable
(Former name or former address, if changed since last report.)
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:

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))
Item 5.07 Submission of Matters to a Vote of Security Holders
On December 1, 2011, Unilife Corporation held its annual meeting of stockholders in New York City, at which the following
proposals were submitted to a vote of stockholders. The results of the votes are provided below. Under Australian Securities Exchange
(“ASX”) rules, we are required to disregard votes cast on Proposals No. 5 through 12 by directors and their associates. The voting
results indicated below for Proposals No. 5 through 12 exclude 4,440,622 shares cast by directors and their associates on those
proposals.
Proposal No. 1 — The election of the persons named below as directors to hold office until our annual meeting of stockholders
to be held in 2012 and until his or her successor is duly elected and qualified or until his or her earlier resignation or removal
All director nominees were elected and the votes cast were as follows:
Director
Slavko James Joseph Bosnjak
Jeff Carter
William Galle
John Lund
Mary Katherine Wold
Marc S. Firestone
Alan D. Shortall
For
23,743,353
25,166,876
24,153,592
24,610,425
26,056,656
26,055,800
25,496,041
Broker
non-votes
6,029,234
6,029,234
6,029,234
6,029,234
6,029,234
6,029,234
6,029,234
Withheld
2,666,916
1,243,393
2,256,677
1,799,844
353,613
354,469
914,228
Proposal No. 2 — Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the
fiscal year ending June 30, 2012
The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending
June 30, 2012, was approved and the votes were cast as follows:
Votes cast
For
32,098,125
Against
216,238
Abstain
125,140
Proposal No. 3 — Advisory vote regarding the approval of compensation paid to certain executive officers
The compensation of the Company’s named executive officers was approved, on an advisory basis, and the votes were cast as follows:
Votes cast
For
22,188,789
Against
3,535,099
Broker
non-votes
6,029,234
Abstain
686,381
Proposal No. 4 — Advisory vote regarding the frequency of stockholder approval of the compensation paid to certain
executive officers
The votes cast on this proposal were as follows:
Every year
12,011,375
Votes cast
Every
two years
1,668,868
Every
three years
11,396,460
2
Abstain
1,333,566
Broker
non-votes
6,029,234
In light of the voting results with respect to this proposal, the Company has decided that it will hold an advisory vote on the
compensation of its named executive officers every year.
Proposal No. 5 — For the purposes of ASX Listing Rule 10.14 and for all other purposes, approval of the grant of up to 45,000
securities to Slavko James Joseph Bosnjak (which Mr. Bosnjak may elect to take in the form of shares of common stock or
phantom stock units)
The grant to Mr. Bosnjak was approved and the votes were cast as follows:
Votes cast
For
16,105,195
Against
5,537,395
Abstain
327,057
Broker
non-votes
6,029,234
Proposal No. 6 — For the purposes of ASX Listing Rule 10.14 and for all other purposes, approval of the grant of up to 45,000
securities to Jeff Carter (which Mr. Carter may elect to take in the form of shares of common stock or phantom stock units)
The grant to Mr. Carter was approved and the votes were cast as follows:
Votes cast
For
16,260,219
Against
5,394,782
Abstain
314,646
Broker
non-votes
6,029,234
Proposal No. 7 — For the purposes of ASX Listing Rule 10.14 and for all other purposes, approval the grant of up to 45,000
securities to William Galle (which Mr. Galle may elect to take in the form of shares of common stock or phantom stock units)
The grant to Mr. Galle was approved and the votes were cast as follows:
Votes cast
For
16,222,434
Against
5,437,066
Abstain
310,147
Broker
non-votes
6,029,234
Proposal No. 8 — For the purposes of ASX Listing Rule 10.14 and for all other purposes, approval of the grant of up to 45,000
securities to John Lund (which Mr. Lund may elect to take in the form of shares of common stock or phantom stock units)
The grant to Mr. Lund was approved and the votes were cast as follows:
Votes cast
For
16,314,099
Against
5,341,901
Abstain
313,647
3
Broker
non-votes
6,029,234
Proposal No. 9 — For the purposes of ASX Listing Rule 10.14 and for all other purposes, approval of the grant of up to 45,000
securities to Mary Katherine Wold (which Ms. Wold may elect to take in the form of shares of common stock or phantom
stock units)
The grant to Ms. Wold was approved and the votes were cast as follows:
Votes cast
For
16,328,849
Against
5,325,651
Abstain
315,147
Broker
non-votes
6,029,234
Proposal No. 10 — For the purposes of ASX Listing Rule 10.14 and for all other purposes, approval of the grant of up to
45,000 securities to Marc Firestone (which Mr. Firestone may elect to take in the form of shares of common stock or phantom
stock units)
The grant to Mr. Firestone was approved and the votes were cast as follows:
Votes cast
For
16,272,275
Against
5,382,225
Abstain
315,147
Broker
non-votes
6,029,234
Proposal No. 11 — For the purposes of ASX Listing Rule 10.14 and for all other purposes, approval of the grant of up to
1,916,000 securities (in the form of 1,166,000 shares of restricted stock and 750,000 stock options) to Alan D. Shortall
The grant to Mr. Shortall was approved and the votes were cast as follows:
Votes cast
For
15,183,097
Against
6,354,190
Abstain
432,360
Broker
non-votes
6,029,234
Proposal No. 12 — For the purposes of ASX Listing Rule 7.2 (Exception 9) and for all other purposes, to approve the 2009
Stock Incentive Plan, as proposed to be amended
The proposed amendment to the 2009 Stock Incentive Plan was approved and the votes were cast as follows:
Votes cast
For
15,852,588
Against
5,518,225
Abstain
598,834
Broker
non-votes
6,029,234
Item 7.01 Regulation FD Disclosure
During the annual meeting of stockholders on December 1, 2011, Alan Shortall, the Company’s Chief Executive Officer, made a
PowerPoint presentation summarizing the Company’s current business affairs. The presentation is attached hereto as Exhibit 99.1.
4
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1
PowerPoint Presentation for 2011 Annual Meeting
5
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.
Unilife Corporation
Date: December 5, 2011
By:
/s/ Alan Shortall
Alan Shortall
Chief Executive Officer
6
EXHIBIT INDEX
EXHIBIT
NUMBER
99.1
DESCRIPTION
PowerPoint Presentation for 2011 Annual Meeting
7
Exhibit 99.1
2011 Annual General Meeting December 1, 2011 NASDAQ (UNIS) and ASX (UNS)
Cautionary Note Regarding Forward-Looking Statements This presentation contains forward looking statements under the safe harbor provisions of the US securities laws. These forward-looking statements are based on management's beliefs and assumptions
and on information currently available to our management. Our management believes that these forward-looking statements are reasonable as and when made. However you should not place undue reliance on any such forward looking statements as these are
subject to risks and uncertainties. Please refer to our press releases and our SEC filings for more information regarding the use of forward looking statements.
Chairman's Welcome Jim Bosnjak OAM NASDAQ (UNIS) and ASX (UNS)
The Unilife Board of Directors Executive Director and CEO since the founding of Unilife in 2002 Alan Shortall
The Unilife Board of Directors Non Executive Director since 2006 CFO of Unilife from 2005 - 2009 Chartered accountant with 25 years experience in financial and senior management roles in U.S. and Australia Jeff Carter MApp. BFin
The Unilife Board of Directors Non-Executive Director since 2008 Serves on Compensation and Nominating and Corporate Governance Committees More than 30 years experience in development and implementation of business growth and alternative
investment strategies William Galle
The Unilife Board of Directors Non-Executive Director since 2009 Chair of Audit Committee Advising publicly listed companies on SEC reporting, M&A, and public accounting audit services since 1991 John Lund, CPA
The Unilife Board of Directors Non-Executive Director since 2010 Chair of the Strategic Partnerships Committee CEO of Church Pension Fund Group Previously SVP of Finance, Tax and Treasury at Wyeth Mary Kate Wold, J.D.
The Unilife Board of Directors Non-Executive Director since 2010 Chair of Nominating and Corporate Governance Committee Executive Vide President and General Counsel for Kraft Foods Marc Firestone J.D.
Agenda Confirmation of Quorum Resolutions 2011 Achievements and Outlook - Alan Shortall Questions Confirmation of Results Other Business
Confirmation of Quorum Unilife's quorum requirement is one-third of outstanding shares being represented either in person or by proxy Unilife has received at least 50% of the total outstanding shares entitled to vote are represented by person or by proxy.
CEO Presentation by Mr. Alan Shortall NASDAQ (UNIS) and ASX (UNS)
Our Position Redefining the market for advanced drug delivery systems Innovative, differentiated devices that can enable, enhance and extend the commercial success of injectable drugs and vaccines A rich portfolio of device technologies driven by unmet
needs Our devices address the specific needs of the pharmaceutical customer, the therapeutic drug and the target patient Fully serving our customers with speed, agility and reliability Collaborations can originate during the clinical development of a pipeline
drug and span its entire commercial lifecycle
State-of-the-art facility in York, PA Annual Highlights
Our Broad Operational Capabilities Enabling us to serve as an integrated partner for device innovation
Continued to strengthen world-class team Annual Highlights Name Title Previous Employment Dr. Ramin Mojdeh COO BD (Pharma Systems & Product Development) Dr. Jack Kelley VP, Strategic Marketing BD, Medtronic Mike Ratigan VP, Commercial
Development BD, Stryker Dr. Masoud Samandi VP, R&D BD Todd Smith VP, Integrated Supply Chain ConvaTec, Bristol Myers Squibb, Accenture Ian Hanson Director, Advanced Delivery Medtronic Diabetes Joe Runkle Senior Scientist Teleflex, West
Pharma Alex Goraltchouk Snr Mngr, Advanced Drug Delivery Allergan Dr. Ashley Palmer Mngr, Advanced Drug Delivery BD Dr. Jyoti Gupta Mngr, Advanced Drug Delivery BD Dr. Gautam Shetty Mngr, Advanced Drug Delivery BD Dr. Molly Miller
(BD) Mngr, Advanced Drug Delivery BD Management appointments this year include:
Completion of Unifill Syringe Industrialization Program Annual Highlights
Commenced Initial Supply of Unifill Syringe Annual Highlights
U.S. Rollout of Unitract(r) 1mL syringes Annual Highlights
Diversified portfolio of Advanced Drug Delivery Systems Annual Highlights
Unifill Select Annual Highlights
Rita Auto-Injector Annual Highlights
AutoInfusor Annual Highlights
First organ delivery device scheduled to enter into drug clinical trials with pharmaceutical partner in early 2012 Strong financial opportunity with U.S. and international prevalence rates for the target disease state being very high U.S. treatment costs
exceeding $30 billion Device helps enable drug commercialization (avoids invasive surgery) Device-IP may extend lifecycle of combination products Novel Device for Targeted Organ Delivery Annual Highlights
Recent Capital Raising U.S. institutional investors purchased 8.25 million shares of Unilife common stock at a price of $4.35 per share 1st U.S. offering over-subscribed, strong participation from blue- chip accounts, healthcare dedicated and long-only funds
8.6% discount to UNIS's closing price of $4.76 11% of outstanding shares after this offering Net proceeds from offering are approximately $33.8 million
Recent Capital Raising Benefits of stronger cash position and balance sheet include: Strengthens negotiating position as Unilife begins to finalize partnership agreements with pharmaceutical companies Acceleration of R&D pipeline Expand workforce to
support continued business growth Broadens and expands Unilife shareholder base
All key elements of business strategy now in place Commercial rollout of Unifill proceeding exactly to plan Developed significant new pipeline products in direct response to unmet customer needs Discussions with multiple customers across multiple areas
Attractive model with long-term contracts and strong margins Redefining the market for advanced drug delivery systems Differentiated products aimed at fastest-growing, highest-value sectors Becoming intertwined with $200 billion global injectable drug
market Summary
Resolutions
Election of Directors Item 1. Item 1.
Item 2. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2012 the fiscal year ending June 30, 2012 the fiscal year ending June 30, 2012 the fiscal year ending June 30, 2012
Item 3. Item 3. To consider and act on an advisory vote regarding the approval of compensation paid to certain executive officers
Item 4. Item 4. To consider and act on an advisory vote regarding the frequency of stockholder approval of the compensation of certain executive officers
Item 5. Item 5. For the purposes of ASX Listing Rule 10.14 and for all other purposes, to approve the grant of up to 45,000 securities to Slavko James Joseph Bosnjak on the terms set out in the proxy statement * Excludes 4,440,622 shares voted on this
proposal as required by ASX rules.
Item 6. Item 6. For the purposes of ASX Listing Rule 10.14 and for all other purposes, to approve the grant of up to 45,000 securities to Jeff Carter on the terms set out in the proxy statement * Excludes 4,440,622 shares voted on this proposal as required by
ASX rules.
Item 7. Item 7. For the purposes of ASX Listing Rule 10.14 and for all other purposes, to approve the grant of up to 45,000 securities to William Galle on the terms set out in the proxy statement * Excludes 4,440,622 shares voted on this proposal as required
by ASX rules.
Item 8. Item 8. For the purposes of ASX Listing Rule 10.14 and for all other purposes, to approve the grant of up to 45,000 securities to John Lund on the terms set out in the proxy statement * Excludes 4,440,622 shares voted on this proposal as required by
ASX rules.
Item 9. Item 9. For the purposes of ASX Listing Rule 10.14 and for all other purposes, to approve the grant of up to 45,000 securities to Mary Katherine Wold on the terms set out in the proxy statement * Excludes 4,440,622 shares voted on this proposal as
required by ASX rules.
Item 10. Item 10. For the purposes of ASX Listing Rule 10.14 and for all other purposes, to approve the grant of up to 45,000 securities to Marc Firestone on the terms set out in the proxy statement * Excludes 4,440,622 shares voted on this proposal as
required by ASX rules.
Item 11. Item 11. For the purposes of ASX Listing Rule 10.14 and for all other purposes, to approve the grant of up to 1,916,000 securities to Alan D. Shortall on the terms set out in the proxy statement * Excludes 4,440,622 shares voted on this proposal as
required by ASX rules.
Item 12. Item 12. For the purposes of ASX Listing Rule 7.2 (Exception 9) and for all other purposes, to approve the 2009 Stock Incentive Plan, as proposed to be amended * Excludes 4,440,622 shares voted on this proposal as required by ASX rules.
Questions
Other Business
Meeting Close