Neurobiological Technologies Announces Stockholder Approval of Plan of Liquidation and Dissolution
Board of Directors Declares Extraordinary Dividend of $0.75 per share
EMERYVILLE, Calif., Oct. 28 /PRNewswire-FirstCall/ --
Neurobiological Technologies, Inc. (NASDAQ:NTII) ("NTI") announced today that its
stockholders have voted in favor of the company's dissolution
pursuant to a plan of liquidation and dissolution at a special
meeting of stockholders held on October 27, 2009. In connection
with the dissolution, the company also announced that its board of
directors has declared an extraordinary dividend of $0.75 per share
of common stock, which will be paid to stockholders of record as of
November 10, 2009.
Stockholders overwhelmingly approved the dissolution of the
company pursuant to the plan of liquidation and dissolution, with
the proposal receiving an affirmative vote from approximately 99%
of the votes cast. Detailed results will be published in the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2009, which is expected to be filed with the SEC on
or before November 16, 2009.
In connection with the dissolution of the company, NTI plans to
file a Form 25 with the Securities and Exchange Commission to
effect the voluntary delisting of its common stock from NASDAQ
after the extraordinary dividend is paid to stockholders.
Redemption of Series A Preferred Stock
At the special meeting, the stockholders also approved the
amendment of the company's certificate of incorporation to
authorize the redemption of the outstanding shares of the company's
Series A Preferred Stock. The board of directors has voted to
redeem the Series A Preferred Stock for $0.50 per share on or about
October 30, 2009.
Resignation of Directors; Election of Matthew Loar as
On October 27, 2009, directors Abraham E. Cohen, Theodore L.
Eliot, Jr., F. Van Kasper and Abraham D. Sofaer submitted their
resignations effective upon the filing of the certificate of
dissolution with the Secretary of State of the State of Delaware,
which is expected to occur on or before November 30, 2009. Also, on
October 27, 2009, the board of directors voted to decrease the size
of board to three members, effective as of the filing of the
certificate of dissolution with the Secretary of State of the State
of Delaware, and approved the appointed Matthew M. Loar as a
director effective as of such date, to serve along with continuing
directors William A Fletcher and John B. ("Jack') Stuppin and to
constitute the board of directors after the company's filing the
certificate of dissolution.
About Neurobiological Technologies, Inc.
Neurobiological Technologies, Inc. is a biopharmaceutical
company historically focused on developing investigational drugs
for central nervous system conditions.
Source: Neurobiological Technologies, Inc.
CONTACT: Matthew M. Loar, CFO of Neurobiological Technologies,
Web Site: http://www.ntii.com/
Posted: October 2009