kl10028.htm
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): October 30,
2008
SIGA
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-23047
|
13-3864870
|
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
|
420
Lexington Avenue, Suite 408
New
York, New York
(Address
of principal executive offices)
|
|
10170
(Zip
Code)
|
Registrant’s
telephone number, including area code: (212) 672-9100
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):
| r |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
| r |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| r |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
| r |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
October 30, 2008, upon the recommendation of the Nominating and Corporate
Governance Committee of the Board of Directors (the “Board”) of SIGA
Technologies, Inc., a Delaware corporation (“SIGA”), the Board increased the
maximum size of SIGA’s Board to twelve members, and appointed Bruce Slovin and
Michael J. Bayer to fill the vacancies created by such increase, effective
immediately. Mr. Slovin, 71, and Mr. Bayer, 60, will serve terms
through the date of the next annual meeting of SIGA’s
stockholders. Mr. Slovin has been appointed to serve on SIGA’s
Compensation Committee.
Mr.
Slovin and Mr. Bayer will receive compensation consistent with that awarded to
other Board members for their duties performed in serving on the Board, as
previously disclosed in SIGA’s Definitive Proxy Statement filed with the
Securities and Exchange Commission on April 9, 2008. As such, on the
date of their appointment, Mr. Slovin and Mr. Bayer were each granted fully
vested stock options to purchase 25,000 shares of SIGA's common stock at an
exercise price of $3.14 per share, the closing market price of SIGA’s common
stock on October 30, 2008.
Item
5.03. Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
October 30, 2008, the Board approved an amendment (the “Amendment”) to Section
3.1 of the Bylaws of SIGA (the “Bylaws”), increasing the maximum size of SIGA’s
Board from ten members to twelve members in connection with the appointment of
Bruce Slovin and Michael J. Bayer to the Board, as set forth in Item 5.02
above.
The
foregoing summary of the amendment to the Bylaws is qualified in its entirety by
reference to the Amendment filed as Exhibit 3.1 hereto and incorporated herein
by reference.
Item
9.01. Financial Statements
and Exhibits.
(c) Exhibits
| Exhibit
No. |
Description |
| |
|
|
3.1
|
Amendment
to the Bylaws of SIGA Technologies,
Inc.
|
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 hereunto
duly authorized.
SIGA TECHNOLOGIES,
INC.
By: /s/ Thomas N.
Konatich
Name: Thomas N.
Konatich
Title: Chief
Financial Officer
Date: November
5, 2008