BTHC VI, INC. DEF 14C
SCHEDULE 14-C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
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Preliminary information statement |
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Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) |
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Definitive information statement |
BTHC VI, INC.
(Name of Registrant as Specified in Its Charter)
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No fee required |
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was
determined): |
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Proposed maximum aggregate value of transaction: $ |
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Total fee paid: $ |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing. |
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(1)
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
BTHC VI,
INC.
3201 Carnegie Avenue
Cleveland, Ohio 44115
NOTICE OF ACTION TAKEN BY
WRITTEN CONSENT OF
THE MAJORITY STOCKHOLDERS
OF
TO BE EFFECTIVE ON OR ABOUT
AUGUST 31, 2007
WE ARE NOT ASKING YOU FOR A
PROXY AND YOU ARE REQUESTED
NOT TO SEND US A
PROXY
Dear Stockholder:
We are writing to give you notice of, and the attached
Information Statement is being distributed in connection with,
an action by written consent of the majority stockholders of
BTHC VI, Inc., a Delaware corporation (the “Company,”
“we” or “us”), taken on July 27, 2007,
which will be effective on or about August 31, 2007.
The purpose of this Information Statement is to inform the
holders of record of shares of Common Stock as of the close of
business on the record date, July 3, 2007, that our board
of directors has recommended and a majority of our stockholders
have consented to resolutions to amend our Certificate of
Incorporation to change the name of the corporation to
“Athersys, Inc.”
The details of the amendment to the Certificate of Incorporation
and other important information are set forth in the
accompanying Information Statement. The board of directors has
unanimously approved the amendment, which is expected to become
effective on or about August 31, 2007.
Under Section 228 of the General Corporation Law of the
State of Delaware, stockholders may take action by written
consent without a meeting and without prior notice, so long as
the holders giving written consent own outstanding common stock
in excess of the minimum number of votes that would be necessary
to authorize the action at a meeting at which all shares
entitled to vote thereon were present and voted. On that basis,
the stockholders holding a majority of the outstanding shares of
common stock entitled to vote approved the foregoing amendment
to the Certificate of Incorporation. No other vote or
stockholder action is required. You are hereby being provided
with notice of the approval of the foregoing amendment to the
Certificate of Incorporation by less than unanimous written
consent of the stockholders of the Company.
You are not required to take any action. The accompanying
Information Statement is furnished only to inform you of the
action described above before it takes effect in accordance with
Rule 14c-2
promulgated under the Securities Exchange Act of 1934. This
Information Statement is being mailed to you on or about August
10, 2007.
By order of the Board of Directors,
/s/ Gil Van Bokkelen
Gil Van Bokkelen, Ph.D.
Chief Executive Officer and Chairman
Cleveland, Ohio
August 10, 2007
BTHC VI,
INC.
3201 Carnegie Avenue
Cleveland, Ohio 44115
INFORMATION STATEMENT REGARDING
ACTION TAKEN BY WRITTEN
CONSENT OF MAJORITY OF
STOCKHOLDERS OF
WE ARE NOT ASKING YOU FOR A
PROXY AND YOU ARE REQUESTED
NOT TO SEND US A
PROXY
This Information Statement is being furnished to the
stockholders of BTHC VI, Inc., a Delaware corporation (the
“Company,” “we” or “us”), to
advise you of the amendment to the Certificate of Incorporation
described herein. Stockholders owning a majority of the
outstanding voting securities of the Company entitled to vote
thereon authorized the amendment by written consent. This action
is in accordance with the requirements of the General
Corporation Law of the State of Delaware (“DGCL”).
The Company’s board of directors has determined that the
close of business on July 3, 2007 is the record date for
the stockholders entitled to notice about the actions
authorizing an amendment to the Certificate of Incorporation of
the Company to change its name from “BTHC VI, Inc.” to
“Athersys, Inc.”
Under Section 228 of the DGCL and the Company’s
Bylaws, stockholders may take action by written consent without
a meeting and without prior notice, so long as the holders
giving written consent own outstanding common stock in excess of
the minimum number of votes that would be necessary to authorize
the action at a meeting at which all shares entitled to vote
thereon were present and voted. On that basis, stockholders
entitled to vote and holding a majority of the outstanding
shares of the Company’s common stock, par value $0.001 per
share (“Common Stock”), approved the foregoing
amendment to the Certificate of Incorporation. No other vote or
stockholder action is required. You are hereby being provided
with notice of the approval of the foregoing amendment by less
than unanimous written consent of the stockholders of the
Company. The Information Statement is being delivered only to
inform you of the corporate actions described herein before they
take effect, in accordance with
Rule 14c-2
promulgated under the Securities Exchange Act of 1934.
As of July 27, 2007, 251 holders of Common Stock, including
certain of the directors and executive officers of the Company
and their respective affiliates, who were the owners of record
of 9,655,176 shares of Common Stock, representing
approximately 51% of the outstanding voting securities of the
Company, delivered to the Company written consents authorizing
and approving the amendment to the Certificate of Incorporation.
As such, no vote or further action of the stockholders of the
Company is required to approve such amendment.
While this Information Statement provides notice of the approval
of the amendment to the Certificate of Incorporation by less
than unanimous written consent of the stockholders of the
Company, under federal law, the amendment will not become
effective until at least twenty (20) days after this
Information Statement has first been sent to stockholders.
The executive offices of the Company are located at 3201
Carnegie Avenue, Cleveland, Ohio 44115, and its telephone number
is
216-431-9900.
This Information Statement will first be mailed to stockholders
on or about August 10, 2007, and is being furnished for
informational purposes only.
Distribution
and Costs
We will pay all costs associated with the distribution of this
Information Statement, including the costs of printing and
mailing. We will reimburse brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by
them in sending this Information Statement to the beneficial
owners of the outstanding shares of our Common Stock.
We will only deliver one Information Statement to multiple
stockholders sharing an address unless we have received contrary
instructions from one or more of such stockholders. Upon written
or oral request, we will promptly deliver a separate copy of
this Information Statement and any future annual reports and
Information Statements to any security holder at a shared
address to which a single copy of this Information Statement was
delivered, or deliver a single copy of this Information
Statement and any future annual reports and Information
Statements to any security holder or holders sharing an address
to which multiple copies are now delivered. You should direct
any such requests to the following address or phone number:
BTHC VI, Inc.
3201 Carnegie Avenue
Cleveland, Ohio 44115
Attention: President
(216) 431-9900
Dissenters’
Rights of Appraisal
No action will be taken in connection with the amendment to our
Certificate of Incorporation by our board of directors or the
stockholders consenting to the amendment for which Delaware law
or the Company’s Certificate of Incorporation or Bylaws
provide any right of a stockholder to dissent and obtain
appraisal of or payment for such stockholder’s shares.
AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
CHANGING OUR NAME
On July 2, 2007, our board of directors approved an
amendment to the Company’s Certificate of Incorporation to
change the name of the Company from “BTHC VI, Inc.” to
“Athersys, Inc.”. As of July 27, 2007, 251
holders of Common Stock, including certain of the directors and
executive officers of the Company and their respective
affiliates, who were the owners of record of
9,655,176 shares of the Company’s Common Stock,
representing approximately 51% of the outstanding voting
securities of the Company, delivered to the Company written
consents authorizing and approving the amendment to the
Certificate of Incorporation. As such, no vote or further action
of the stockholders of the Company is required to approve the
amendment.
Our board of directors determined that it was in the best
interests of the Company to conduct business as “Athersys,
Inc.” following the consummation of the merger between
Athersys, Inc. and a wholly-owned subsidiary of BTHC VI, Inc. on
June 8, 2007. After that date, the business of the Company
is substantially the business that was formerly operated by
Athersys, Inc. prior to the merger, and Athersys, Inc. has
become a wholly-owned subsidiary of BTHC VI, Inc.
An amendment to the Company’s Certificate of Incorporation,
reflecting our change in name from “BTHC VI, Inc.” to
“Athersys, Inc.”, will be effected with the Secretary
of State of the State of Delaware approximately 20 days
after this Information Statement has first been sent to the
Company’s stockholders. The certificate of amendment to the
Certificate of Incorporation will be substantially in the form
attached to this Information Statement as Exhibit A.
Procedure
for Approval of the Amendment to our Certificate of
Incorporation
We are incorporated in the State of Delaware. Under the DGCL,
any action that may be taken at a meeting of the stockholders
may also be taken without a meeting and without prior notice if
the holders of a majority of the outstanding shares entitled to
vote sign a written consent that sets forth the action so taken.
Prompt notice of the action so taken must be given to those
stockholders who have not consented in writing and who had the
right to vote on the matter to which consent had been solicited.
As of July 3, 2007, the record date for determination of
the stockholders entitled to receive this Information Statement,
there were 18,927,988 shares of our Common Stock issued and
outstanding and entitled to vote on the amendment to our
Certificate of Incorporation, if such action were to be taken at
a meeting of our stockholders. The holders of our Common Stock
are entitled to one vote for each share held of record on all
matters submitted to a vote of our stockholders.
2
Voting
Securities and Principal Holders Thereof
The following table sets forth certain information known to us
regarding the beneficial ownership of our common stock as of
July 3, 2007 by:
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each person known by us to beneficially own more than 5% of our
common stock;
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each of our directors;
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each of our named executive officers; and
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all of our directors and executive officers as a group.
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We have determined beneficial ownership in accordance with the
rules of the SEC. In computing the number of shares beneficially
owned by a person and the percentage ownership of that person,
shares of common stock that could be issued upon the exercise of
outstanding options and warrants held by that person that are
exercisable within 60 days of July 3, 2007 are
considered outstanding. These shares, however, are not
considered outstanding when computing the percentage ownership
of each other person.
Except as indicated in the footnotes to this table and pursuant
to state community property laws, each stockholder named in the
table has sole voting and investment power for the shares shown
as beneficially owned by them. Percentage of ownership before
the offering is based on 18,927,988 shares of common stock
outstanding on July 3, 2007.
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Number of
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Percent of
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Name of Beneficial Owner
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Shares
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Class
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OrbiMed Advisors LLC and
affiliates(1)
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3,750,000
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19.06
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%
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Radius Venture Partners and
affiliates(2)
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2,400,000
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12.17
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%
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Angiotech Pharmaceuticals, Inc.(3)
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1,885,890
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9.96
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%
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RA Capital Biotech Fund, LP and
affiliates(4)
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1,500,000
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7.80
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%
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Accipiter Capital Management LLC
and affiliates(5)
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1,500,000
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7.80
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%
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Hambrecht & Quist
Capital Management LLC and affiliates(6)
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1,000,000
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5.23
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%
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Gil Van Bokkelen(7)
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392,887
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2.04
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%
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John Harrington(8)
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371,127
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1.93
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%
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William Mulligan(9)
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515,235
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2.72
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%
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George Milne(10)
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2,415,000
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12.23
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%
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Jordan Davis(11)
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2,400,000
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12.17
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%
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Michael Sheffery(12)
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3,750,000
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19.06
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%
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Floyd Loop(13)
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2,400,000
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12.17
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%
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William (BJ) Lehmann(14)
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166,250
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*
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Kurt Brunden
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—
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*
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Robert Deans(15)
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96,000
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*
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Laura Campbell(16)
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83,329
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*
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Timothy Halter(17)
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156,794
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*
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All directors and executive
officers as a group (11 persons)
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7,789,828
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39.79
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%
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Less than 1% |
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(1) |
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Includes 3,000,000 shares (2,971,698 shares held by
Caduceus Private Investment III, LP and 28,302 shares held
by OrbiMed Associates III, LP) of common stock. Also includes
750,000 shares (742,925 shares held by Caduceus
Private Investment III, L.P. and 7,075 shares held by
OrbiMed Associates III, LP) of common stock |
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issuable upon the exercise of warrants at $6.00 per share. The
address for OrbiMed Advisors LLC and its affiliates is 767 3rd
Avenue, 30th Floor, New York, New York 10017. |
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Includes 1,600,000 shares (800,000 shares held by
Radius Venture Partners II, L.P., 103,766 shares held by
Radius Venture Partners III, L.P., and 696,234 shares held
by Radius Venture Partners III QP, L.P.) of common stock.
Also includes 800,000 shares (400,000 shares held by
Radius Venture Partners II, L.P., 51,883 shares held by
Radius Venture Partners III, L.P., and 348,117 shares held
by Radius Venture Partners III QP, L.P.) of common stock
issuable upon the exercise of warrants at $6.00 per share.
Additionally, each of Daniel C. Lubin, Jordan S. Davis, Radius
Venture Partners II, LLC and Radius Venture Partners III, LLC
disclaim beneficial ownership of the shares held by Radius
Venture Partners II, L.P., Radius Venture Partners III, L.P. and
Radius Venture Partners III QP, L.P., but Jordan S. Davis
reports that he has sole voting and dispositive power with
respect to 75,000 shares pursuant to an option. The address
for Radius Venture Partners II, L.P. and its affiliates is 400
Madison Avenue, 8th Floor, New York, New York 10017. |
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Represents shares received upon the conversion of subordinated
convertible promissory notes upon the closing of the June
offering. The address for Angiotech Pharmaceuticals, Inc. is
1618 Station Street, Vancouver, British Columbia, Canada V6A 1B6. |
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Includes 1,200,000 shares (1,178,880 shares held by RA
Capital Biotech Fund, L.P. and 21,120 shares held by RA
Capital Biotech Fund II, L.P.) of common stock. Also
includes 300,000 shares (294,720 shares held by
RA Capital Biotech Fund, L.P. and 5,280 shares held by
RA Capital Biotech Fund II, L.P.) of common stock issuable
upon the exercise of warrants at $6.00 per share. The address
for RA Capital Biotech Fund, LP and its affiliates is 111
Huntington Avenue, Suite 610, Boston, Massachusetts 02199. |
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Includes 1,200,000 shares (319,950 shares held by
Accipiter Life Sciences Fund (Offshore), Ltd.,
318,500 shares held by Accipiter Life Sciences Fund, L.P.,
271,450 shares held by Accipiter Life Sciences Fund II
(Offshore), Ltd., 157,750 shares held by Accipiter Life
Sciences Fund II (QP), L.P., and 132,350 shares held
by Accipiter Life Sciences Fund II, L.P.) of common stock.
Also includes 300,000 shares (79,988 shares held by
Accipiter Life Sciences Fund (Offshore), Ltd.,
79,625 shares held by Accipiter Life Sciences Fund, L.P.,
67,863 shares held by Accipiter Life Sciences Fund II
(Offshore), Ltd., 39,437 shares held by Accipiter Life
Sciences Fund II (QP), L.P., and 33,087 shares held by
Accipiter Life Sciences Fund II, L.P.) of common stock
issuable upon the exercise of warrants at $6.00 per share.
Additionally, Cadens Capital, LLC reports that it shares voting
and dispositive power with respect to 760,749 of such
1,500,000 shares, Accipiter Capital Management, LLC reports
that it shares voting and dispositive power with respect to
739,251 of such 1,500,000 shares, and Gabe Hoffman reports
that he shares voting and dispositive power with respect to all
such 1,500,000 shares. The address for Accipiter Capital
Management LLC and its affiliates is 399 Park Avenue, 38th
Floor, New York, New York 10022. |
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Includes 800,000 shares (472,000 shares held by
H&Q Healthcare Investors and 328,000 shares held by
H&Q Life Sciences Investors) of common stock. Also
includes 200,000 shares (118,000 shares held by
H&Q Healthcare Investors and 82,000 shares held
by H&Q Life Sciences Investors) of common stock issuable
upon the exercise of warrants at $6.00 per share. The address
for Hambrecht & Quist Capital Management LLC and its
affiliates is 30 Roews Wharf, Boston, Massachusetts 02110. |
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Includes 41,299 shares (537 of which are held in trust for
his children) of common stock issued upon exchange of the
Athersys shares of capital stock upon consummation of the
merger. Also includes 21,271 shares of common stock issued
upon conversion of a secured subordinated convertible promissory
note and the exercise of a related warrant for
39,999 shares of common stock at $0.01 per share. Also
includes warrants to purchase 5,318 shares of common stock
at $6.00 per share that were issued upon the conversion of the
note. Also includes vested options of 285,000 granted with an
exercise price of $5.00. |
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Includes 24,539 shares of common stock issued upon exchange
of the Athersys shares of capital stock upon consummation of the
merger. Also includes 21,271 shares of common stock issued
upon conversion of a secured subordinated convertible promissory
note and the exercise of a related warrant for
39,999 shares of common stock at $0.01 per share. Also
includes warrants to purchase 5,318 shares of common stock
at $6.00 per share that were issued upon the conversion of the
note. Also includes vested options of 280,000 granted with an
exercise price of $5.00. |
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(9) |
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Includes 182,292 shares (175,004 shares held by Primus
Capital Fund IV Limited Partnership and 7,288 shares
held by Primus Executive Fund Limited Partnership) of
common stock issued upon exchange of the Athersys shares of
capital stock upon consummation of the merger. Also includes
106,356 (102,102 shares held by Primus Capital Fund IV
Limited Partnership and 4,245 shares held by Primus
Executive Fund Limited Partnership) shares of Common issued
upon conversion of a secured subordinated convertible promissory
note and the exercise of a related warrant for
199,998 shares (191,999 shares held by Primus Capital
Fund IV Limited Partnership and 7,999 shares held by
Primus Executive Fund Limited Partnership) of common stock
at $0.01 per share. Also includes warrants to purchase
26,589 shares (25,526 shares held by Primus Capital
Fund IV Limited Partnership and 1,063 shares held by
Primus Executive Fund Limited Partnership) of common stock
at $6.00 per share that were issued upon the conversion of the
note. Mr. Mulligan is a limited partner of the General
Partner of Primus Venture Partners, L.P. and disclaims
beneficial ownership of the reported securities except to the
extent of his pecuniary interest therein. Mr. Mulligan was
appointed to our board of directors in June 2007 (formerly on
Athersys board since 1998). |
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Includes 1,600,000 shares (800,000 shares held by
Radius Venture Partners II, L.P., 103,766 shares held by
Radius Venture Partners III, L.P., and 696,234 shares held
by Radius Venture Partners III QP, L.P.) of common stock.
Also includes 800,000 shares (400,000 shares held by
Radius Venture Partners II, L.P., 51,883 shares held by
Radius Venture Partners III, L.P., and 348,117 shares held
by Radius Venture Partners III QP, L.P.) of common stock
issuable upon the exercise of warrants at $6.00 per share. Also
includes 10,000 shares of common stock purchased by
Dr. Milne in this June offering, and related warrants to
purchase 5,000 shares of common stock at $6.00 per share.
Dr. Milne is a venture partner of Radius Ventures, LLC and
disclaims beneficial ownership of the reported securities except
to the extent of his pecuniary interest therein. Dr. Milne
was appointed to our board of directors in June 2007 (formerly
on Athersys board since 2003). The address for Dr. Milne is
c/o Athersys,
Inc., 3201 Carnegie Avenue, Cleveland, Ohio 44115. |
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(11) |
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Includes 1,600,000 shares (800,000 shares held by
Radius Venture Partners II, L.P., 103,766 shares held by
Radius Venture Partners III, L.P., and 696,234 shares held
by Radius Venture Partners III QP, L.P.) of common stock.
Also includes 800,000 shares (400,000 shares held by
Radius Venture Partners II, L.P., 51,883 shares held by
Radius Venture Partners III, L.P., and 348,117 shares held
by Radius Venture Partners III QP, L.P.) of common stock
issuable upon the exercise of warrants at $6.00 per share.
Mr. Davis is a managing member of the General Partner of
each of Radius Venture Partners II, L.P., Radius Venture
Partners III, L.P. and Radius Venture Partners III QP,
L.P., and disclaims beneficial ownership of the reported
securities except to the extent of his pecuniary interest
therein. Mr. Davis was appointed to our board of directors
in June 2007. The address for Mr. Davis is Radius Ventures,
LLC, 400 Madison Avenue, 8th Floor, New York, New York 10017. |
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(12) |
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Includes 3,000,000 shares (2,971,698 shares held by
Caduceus Private Investment III, L.P. and 28,302 shares
held by OrbiMed Associates III, L.P.) of common stock. Also
includes 750,000 shares (742,925 shares held by
Caduceus Private Investment III, L.P. and 7,076 shares held
by OrbiMed Associates III, L.P.) of common stock issuable upon
the exercise of warrants at $6.00 per share. Mr. Sheffery
is a partner of OrbiMed Advisors LLC and disclaims beneficial
ownership of the reported securities except to the extent of his
pecuniary interest therein. Mr. Sheffery was appointed to
our board of directors in June 2007. The address for
Mr. Sheffery is 767 Third Avenue, 30th Floor, New York, New
York 10017. |
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(13) |
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Includes 1,600,000 shares (800,000 shares held by
Radius Venture Partners II, L.P., 103,766 shares held by
Radius Venture Partners III, L.P., and 696,234 shares held
by Radius Venture Partners III QP, L.P.) of common stock.
Also includes 800,000 shares (400,000 shares held by
Radius Venture Partners II, L.P., 51,883 shares held by
Radius Venture Partners III, L.P., and 348,117 shares held
by Radius Venture Partners III QP, L.P.) of common stock
issuable upon the exercise of warrants at $6.00 per share.
Dr. Loop is venture partner of Radius Ventures, LLC and
disclaims beneficial ownership of the reported securities except
to the extent of his pecuniary interest therein. Dr. Loop
was appointed to our board of directors in June 2007. The
address for Dr. Loop is
c/o Athersys,
Inc., 3201 Carnegie Avenue, Cleveland, Ohio 44115. |
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(14) |
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Includes 5,000 shares of common stock purchased by
Mr. Lehmann in the June offering, and related warrants to
purchase 1,250 shares of common stock at $6.00 per share.
Also includes vested options of 160,000 granted with an exercise
price of $5.00. |
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(15) |
|
Includes vested options of 96,000 granted with an exercise price
of $5.00. |
5
|
|
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(16) |
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Includes 1,064 shares of common stock issued upon
conversion of a secured subordinated convertible promissory note
and the exercise of a related warrant for 1,999 shares of
common stock at $0.01 per share. Also includes warrants to
purchase 266 shares of common stock at $6.00 per share that
were issued upon the conversion of the note. Also includes
vested options of 80,000 granted with an exercise price of $5.00. |
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(17) |
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Mr. Halter resigned as our President, Chief Executive
Officer, Chief Financial Officer and Director, effective
June 8, 2007, in connection with the merger.
Mr. Halter is an officer and member of Halter Financial
Investments GP, LLC, a Texas limited liability company, which is
the sole general partner of Halter Financial Investments, L.P.,
a Texas limited partnership, or HFI, controlled by
Mr. Halter. HFI owns the shares disclosed for
Mr. Halter in this table, and Mr. Halter may be deemed
to be a beneficial owner of the shares held of record by HFI. |
INTERESTS
OF CERTAIN PERSONS IN MATTERS
TO BE ACTED UPON
No officer, director or principal stockholder has a substantial
or material interest in the favorable outcome of the change of
name of the Company.
CHANGE IN
CONTROL
On May 24, 2007, the Company, B-VI Acquisition Corp. (then
a wholly-owned subsidiary of the Company) (“Acquisition
Sub”) and Athersys, Inc. (“Athersys”) entered
into an Agreement and Plan of Merger (the “Merger
Agreement”). The Merger Agreement was filed as
Exhibit 10.1 to the Company’s Current Report on
Form 8-K
filed with the SEC on May 24, 2007. On June 8, 2007,
Acquisition Sub merged with and into Athersys, with Athersys
remaining as the surviving corporation and a wholly-owned
subsidiary of the Company (the “Merger”).
Also on the Closing Date, the Company, Athersys and a group of
accredited investors entered into a Securities Purchase
Agreement, a copy of which was filed as Exhibit 10.33 to
the Company’s Current Report on
Form 8-K
filed with the SEC on June 14, 2007. Under the Securities
Purchase Agreement, the investors named therein purchased
13,000,000 shares of Common Stock and warrants to acquire
3,750,000 shares of Common Stock. Consideration for the
investors’ purchases totaled $65 million.
As a result of the Merger and the transactions contemplated by
the Securities Purchase Agreement, immediately following the
Merger and such transactions the stockholders of the Company
before the Merger owned approximately 1.5% of the issued and
outstanding shares of Common Stock and the Athersys stockholders
and new investors owned approximately 98.5% of the
Company’s issued and outstanding Common Stock. These
transactions are discussed in greater detail in the
Company’s Current Report on
Form 8-K
filed with the SEC on June 14, 2007. For additional
information regarding our principal stockholders, please see
“Voting Securities and Principal Holders Thereof.”
BOARD
RECOMMENDATION
Our board of directors recommended to the stockholders executing
the written consents of stockholders that such stockholders
approve the amendment to our Certificate of Incorporation to
change the Company’s name from “BTHC VI, Inc.” to
“Athersys, Inc.”
By the Order of the Board of Directors
August 10, 2007
6
Exhibit A
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BTHC VI, INC.
BTHC VI, INC., a corporation duly organized and existing under
the General Corporation Law of the State of Delaware (the
“Corporation”), does hereby certify that:
FIRST: That in lieu of a meeting and vote of stockholders, the
stockholder of the Corporation have approved and adopted by
written consent in accordance with the provisions of
Section 228 of the General Corporation Law of the State of
Delaware, the following resolutions and amendment to the
Certificate of Incorporation of the Corporation:
RESOLVED, that the Certificate of Incorporation of the
Corporation is hereby amended by deleting the Article thereof
numbered “FIRST” and inserting the following in lieu
thereof:
“FIRST
The name of the Corporation is Athersys, Inc.”
SECOND: The foregoing amendment was duly adopted in accordance
with the provisions of Sections 242 and 228 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, BTHC VI, Inc. has caused this Certificate to
be executed by Gil Van Bokkelen, its Chief Executive Officer, on
this
[ ] day
of
[ ],
2007.
BTHC VI, Inc.
Name: Gil Van Bokkelen
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Title:
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Chief Executive Officer
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