Zomedica Corp.
Extract: Charter Amendment (Plain English Desc) from a DEF 14A on 08/14/2020   Download
SEC Document
SEC Filing

6.       Approval of an Amendment of the Articles to Remove the Lien on Shares

 

At the Meeting, Shareholders will be asked to approve the amendment of the Articles of the Corporation to remove the following provision in the Articles which is found in the "Schedule of Other Rules or Provisions":

 

"The Corporation has a lien on a share registered in the name of a Shareholder or his legal representative for a debt of that Shareholder to the Corporation."

 

This provision is referred to as the "Lien on Shares". If approved, this amendment to the Articles expected to become effective within a reasonable period of time after the Meeting.

 

Background

 

The provision in the Articles providing the Corporation with the Lien on Shares of the Corporation is a provision that is typically found in the charter documents of a closely held corporation, and not a publicly traded corporation. The language was incorporated into the Articles of the Corporation before it completed the acquisition of Zomedica Pharmaceuticals Inc. in April 2016. The language is inconsistent with the requirements of the ABCA with respect to "distributing corporations" such as Zomedica, as the provision could result in a constraint on transfer of the Corporation's Common Shares. The Board has no intention to enforce the Lien on Shares, and believes that this provision should be deleted from the Articles of the Corporation.

 

Text of Special Resolution and Recommendation

 

At the Meeting, Shareholders will be asked to consider, and if deemed advisable, approve the following special resolution to authorize the removal from the Articles of the Lien on Shares:

 

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

 

1.Pursuant to Section 173(1)(n) of the Business Corporations Act (Alberta) (the "ABCA"), the Articles (the "Articles") of Zomedica Pharmaceuticals Corp. (the "Corporation") be amended to remove from the Articles the following provision which is found in paragraph (c) of the Schedule of Other Rules or Provisions in the Articles:

 

"The Corporation has a lien on a share registered in the name of a Shareholder or his legal representative for a debt of that Shareholder to the Corporation."

 

2.Any director or officer of the Corporation is hereby authorized, for and on behalf of the Corporation, to execute and deliver or cause to be delivered to the Registrar of Corporations appointed under the ABCA, Articles of Amendment to give effect to the foregoing amendment; and

 

3.Any one director of officer of the Corporation be and is hereby authorized and directed, for and on behalf of the Corporation, to execute, or cause to be executed, whether under corporate seal of the Corporation or otherwise, and to deliver or file, or cause to be delivered or filed, as the case may be, all applications, declarations, documents and instruments and to do all such other acts and things as he or she may determine necessary or advisable to give effect to this resolution."

 

To be approved, this special resolution must be passed by at least two-thirds of the votes cast by Shareholders present in person or by proxy at the Meeting

 

 

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The Board recommends that Shareholders vote "FOR" the special resolution authorizing the amendment of the Articles to remove the Lien on Shares. Unless instructed otherwise, the named proxyholders intend to vote "FOR" the special resolution authorizing the amendment of the Articles to remove the Lien on Shares.

 

7.Approval of an Amendment of the Articles to Allow Shareholder Meetings to be Held Outside Alberta

 

At the Meeting, Shareholders will be asked to amend the Articles to add a provision allowing meetings of Shareholders to be held outside of Alberta. It is intended that the Articles be amended to add a provision to the "Schedule of Other Rules or Provisions" as follows:

 

"Meetings of the Shareholders may be held at any place within or outside Alberta as determined by the directors from time to time."

 

If approved, this amendment to the Articles is expected to become effective within a reasonable period of time after the Meeting.

 

Background

 

The Corporation has been incorporated under the ABCA, and is an Alberta corporation. Under the ABCA, meetings of Shareholders are required to be held at a place within Alberta as provided in the by-laws of the Corporation or in the absence of such a provision, as determined by the Board from time to time. The by-laws of the Corporation have been amended pursuant to Amended and Restated By-law No. 1 (2nd Version) to provide that meetings of Shareholders shall be held at any place within or outside of Alberta as determined by the directors from time to time (see “Particulars of Matters to be Acted Upon - Ratification of Amendments to the Corporation’s By-laws” below). While this provision in the by-laws permits the holding of Shareholder meetings outside of Alberta, it is not legally effective to hold meetings outside of Alberta unless there is a provision to this effect in the Articles.

 

Over time, the Corporation's connection to Alberta has diminished greatly. The Corporation has no assets or operations in Alberta, and all but one of its directors and all of its officers are all located outside of Alberta. Further, the Common Shares are not listed on a stock exchange in Alberta (or Canada), and are listed on the NYSE American in the United States. The Corporation has relied upon United States capital markets for its fund-raising activities of late, and the Board believes that the majority of the Corporation's Beneficial Shareholders are located in the United States.

 

The Corporation is holding its annual meeting this year as a virtual-only meeting as a consequence of the coronavirus pandemic. However, in future years, the Board will consider once again holding "in person" meetings. It would not be convenient to hold such meetings in Alberta, for the reasons indicated above. The Board would prefer to hold future meetings in other locations, such as a city in the United States. Accordingly, it is necessary to amend the Articles to permit future Shareholder meetings to be held outside Alberta.

 

The proposed form of the amendment specifies that meetings can be held "within or outside Alberta". The reference to "within" Alberta is for clarity, as to ensure that shareholder meetings can be held at locations in Alberta if so determined by the Board.

 

Text of Special Resolution and Recommendation

 

At the Meeting, Shareholders will be asked to consider, and if deemed advisable, approve the following special resolution to authorize the addition of a provision to the Articles to allow Shareholder meetings to be held outside Alberta:

 

 

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"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

 

1.Pursuant to Section 173(1)(n) of the Business Corporations Act (Alberta) (the "ABCA"), the Articles (the "Articles") of Zomedica Pharmaceuticals Corp (the "Corporation") be amended to add the following provision to the Schedule of Other Rules or Provisions in the Articles:

 

"Meetings of the Shareholders may be held at any place within or outside Alberta as determined by the directors from time to time."

 

2.Any director or officer of the Corporation is hereby authorized, for and on behalf of the Corporation, to execute and deliver or cause to be delivered to the Registrar of Corporations appointed under the ABCA, Articles of Amendment to give effect to the foregoing amendment; and

 

3.Any one director of officer of the Corporation be and is hereby authorized and directed, for and on behalf of the Corporation, to execute, or cause to be executed, whether under corporate seal of the Corporation or otherwise, and to deliver or file, or cause to be delivered or filed, as the case may be, all applications, declarations, documents and instruments and do all such other acts and things as her or she may determine necessary or advisable to give effect to this resolution."

 

To be approved, this special resolution must be passed by at least two-thirds of the votes cast by Shareholders present in person or by proxy at the Meeting.

 

The Board recommends that Shareholders vote "FOR" the special resolution authorizing the amendment of the Articles to allow Shareholder meetings to be held outside Alberta as determined by the directors from time to time. Unless instructed otherwise, the named proxyholders intend to vote "FOR" the special resolution authorizing the authorizing the amendment of the Articles to allow Shareholder meetings to be held outside Alberta as determined by the directors from time to time.

 

8.       Approval of an Amendment of the Articles to Change the Name of Zomedica

 

At the Meeting, Shareholders will be asked to authorize the Board to effect, at such time as the Board deems appropriate, but in any event no later than one year after the Meeting, a change of the name of the Corporation from the name "Zomedica Pharmaceuticals Corp." to "Zomedica Corp." (the "Name Change").

 

Background

 

The Corporation has had the name "Zomedica Pharmaceuticals Corp." since April 2016. The Board believes that the distinctive element of its name "Zomedica" has acquired through use, a meaning in the animal health industry in which the Corporation operates. The Corporate is now focused on diagnostic instruments and has indicated that it does not intend to continue to develop its therapeutic drug candidates. Accordingly, the Corporation believes that the inclusion of the word "Pharmaceuticals" has the potential to confuse customers, suppliers and investors regarding the nature of the Corporation’s business. Accordingly, the Board proposes to simplify the name in the form contemplated pursuant to the Name Change.

 

Text of Special Resolution and Recommendation

 

At the Meeting, Shareholders will be asked to consider, and if deemed advisable, approve the following special resolution to authorize the amendment of the Articles to implement the Name Change:

 

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

 

1.Pursuant to Section 173(1)(a) of the Business Corporations Act (Alberta) (the "ABCA"), the Articles (the "Articles") of Zomedica Pharmaceuticals Corp. (the "Corporation") be amended to change the name of the Corporation from "Zomedica Pharmaceuticals Corp." to "Zomedica Corp." (the "Name Change");

 

 

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2.The amendment to the Articles to give effect to the Name Change shall become effective at a date in the future to be determined by the directors when the directors consider it to be in the best interests of the Corporation to implement the Name Change, but in any event not later than one year after the date on which this resolution is approved;

 

3.Any director or officer of the Corporation is hereby authorized, for and on behalf of the Corporation, to execute and deliver, or cause to be delivered, to the Registrar of Corporations appointed under the ABCA, Articles of Amendment to the Articles of the Corporation to give effect to the Name Change at such time as the directors of the Corporation determine to implement the same;

 

4.Notwithstanding that this resolution has been passed by the shareholders of the Corporation, the directors of the Corporation are hereby authorized to and empowered, in their sole discretion, to revoke this resolution without further notice to or approval of the holders of the Corporation's Common Shares, at any time if such revocation is considered necessary or desirable by the directors; and

 

5.Any one director of officer of the Corporation be and is hereby authorized and directed, for and on behalf of the Corporation, to execute, or cause to be executed, whether under corporate seal of the Corporation or otherwise, and to deliver or file, or cause to be delivered or filed, as the case may be, all applications, declarations, documents and instruments and do all such other acts and things as he or she may determine necessary or advisable to give effect to this resolution."