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)
May 26, 2006
CURON MEDICAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-31519 | 77-0470324 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
46117 Landing Parkway
Fremont, California 94538
(Address of principal executive offices, including zip code)
(510) 661-1800
(Registrant’s telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
| ¨ | 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 3.03. Material Modification to Rights of Security Holders.
On May 26, 2006, Curon Medical, Inc. amended its Amended and Restated Certificate of Incorporation to effect a 1-for-4 reverse stock split whereby each holder of Curon Medical common stock will receive one newly-issued share for each four shares held as of the close of business on May 26, 2006. A copy of the certificate of amendment to Curon Medical’s Amended and Restate Certificate of Incorporation is provided herewith as Exhibit 3.6 and is incorporated herein by reference. A copy of a press release issued by Curon Medical concerning the reverse stock split is provided herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number |
Description | |
| 3.6 | Certificate of Amendment to Amended and Restated Certificate of Incorporation. | |
| 99.1 | Press release dated May 25, 2006. | |
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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.
| CURON MEDICAL, INC. | ||
| By: |
/s/ Larry C. Heaton II | |
| Larry C. Heaton II President, Chief Executive Officer | ||
Date: May 31, 2006
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INDEX TO EXHIBITS
| Index Number |
Description of Document | |
| 3.6 | Certificate of Amendment to Amended and Restated Certificate of Incorporation. | |
| 99.1 | Press Release of Curon Medical, Inc. dated May 25, 2006. | |
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