Washington, D.C. 20549







Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 17, 2017



BioDelivery Sciences International, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-31361   35-2089858
(State or other jurisdiction
of incorporation)
File Number)

(IRS Employer

Identification No.)

4131 ParkLake Ave., Suite #225

Raleigh, NC

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 919-582-9050

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 to 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item  5.03 Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year

On November 17, 2017, the Board of Directors (the “Board”) of BioDelivery Sciences International, Inc. (the “Company”) adopted the Second Amended and Restated Bylaws of the Company (the “Second Amended Bylaws”). The Second Amended Bylaws became effective on November 17, 2017. The only material change to the Second Amended Bylaws compared to the Company’s previous amended and restated bylaws was a change in the threshold of stockholder vote needed at a duly called meeting of stockholders to remove a member of the Board for cause from sixty-six and two-thirds percent (66 2/3%) of the stockholders entitled to vote at such meeting to a majority of the holders of shares entitled to vote at such meeting. This change was made in order for the Company’s bylaws to be in conformance with current Delaware law.


Item 9.01 Financial Statements and Exhibits.

(d)     The following exhibit are filed with this report.





Description of Exhibit

3.1    Second Amended and Restated By-laws of the Company, adopted on November 17, 2017


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



/s/ Ernest R. De Paolantonio

  Name:   Ernest R. De Paolantonio
  Title:   Chief Financial Officer, Treasurer and Secretary