pvct8k121107.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): December 10,
2007
PROVECTUS
PHARMACEUTICALS, INC.
|
Nevada
|
0-9410
|
90-0031917
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
7327
Oak Ridge Hwy., Knoxville, Tennessee 37931
(Address
of Principal Executive Offices)
(866)
594-5999
(Registrant’s
Telephone Number, Including Area Code)
Check
the
appropriate box if the Form 8-K filing is intended to simultaneously satisfy
the
filing obligation of 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.13e-4(c))
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
On
December 10, 2007, the Board of
Directors of Provectus Pharmaceuticals, Inc. (the “Company”), pursuant to the
authority granted in Article 7 of the Company’s Bylaws, amended the Bylaws for
the purpose of complying with the eligibility requirements of the Direct
Registration System for the Company’s securities. The Board of
Directors adopted the following amendment:
Article
6
of the Corporation’s Bylaws is hereby deleted in its entirety and the following
is substituted in lieu thereof:
ARTICLE
6
SHARES
OF
STOCK
6.01. Shares
of the Corporation may be owned either in (i) certificated form, in which
ownership of the shares is represented by a physical certificate, or (ii)
uncertificated form, pursuant to a Direct Registration System in connection
with
which shares will be held in book-entry form and no physical certificate will
be
printed. Each shareholder shall be entitled upon request to a
certificate or certificates which shall represent and certify the number and
kind and class of shares owned by him in the Corporation. Each
certificate shall be signed by the President or Vice President and by
the Secretary or the Assistant Secretary and shall be sealed with the corporate
seal.
6.02. The
signatures on a certificated stock certificate may be either manual or facsimile
signatures and the seal may be either facsimile or any other form of
seal. In case any officer who has signed any certificates ceases to
be an officer of the Corporation before the certificate is issued, the
certificate may nevertheless be issued by the Corporation with the same effect
as if the officer had not ceased to be such officer as of the date of its
issue. All certificates surrendered to the Corporation for transfer
shall be cancelled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
cancelled, except that in case of a lost, destroyed or mutilated certificate,
a
new one may be issued therefor upon such terms and indemnity to the Corporation
as the Board of Directors may prescribe.
6.03 Transfers
of shares shall be made either (i) if in certificated form, by a transfer of
the
stock certificate representing the shares, or (ii) if in uncertificated form,
by
electronic book-entry transfer pursuant to a Direct Registration
System. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, or upon
transfer of book-entry ownership, it shall be the duty of the Corporation to
issue new shares to the person entitled thereto, cancel the old shares and
record the transaction upon its books. The person registered on the
books of the Corporation as the owner of any shares of stock shall be entitled
to all the rights of ownership with respect to such shares.
6.04 The
consideration for the issuance of shares may be paid, in whole or in part,
in
money, in other property, tangible or intangible, or in labor or services
actually performed for the Corporation. When payment of the
consideration for which shares are to be issued shall have been received by
the
Corporation, such shares shall be deemed to be fully paid and
nonassessable. In the absence of fraud in the transaction, the
judgment of the Board of Directors as to the value of the consideration received
for shares shall be conclusive. No share shall be issued until the
share is fully paid.
6.05 Shares
of capital stock of the Corporation shall not be issued except on a majority
vote of the Board of Directors. The vote of each director shall
appear in the written minutes of each Board of Directors’ meeting in which the
issuance of shares was approved.
6.06 The
holders of the capital stock of the Corporation shall be entitled to receive,
when and as declared by the Board of Directors, solely out of unreserved and
unrestricted earned surplus, dividends payable either in cash, in property,
or
in shares of capital stock. No dividends shall be paid upon the
capital stock in any medium if the source out of which it is proposed to pay
the
dividend is due to or arises from unrealized appreciation in value or from
a
revaluation of assets, or if the Corporation is, or is thereby rendered,
incapable of paying its debts as they become due in the usual course of its
business.
The
Company will file its Bylaws,as
amended, in its entirety as an exhibit to its Annual Report on Form 10K-SB
for
the year ended December 31, 2007.
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.
Dated: December
11, 2007
PROVECTUS
PHARMACEUTICALS,
INC.
By:
/s/
Peter R.
Culpepper
Name: Peter R. Culpepper
Title:
Chief
Financial Officer