UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Dated: June 6, 2005
Commission File Number 001-32295
ADHEREX TECHNOLOGIES INC.
(Translation of registrant’s name into English)
2300 Englert Drive, Suite G
Research Triangle Park
Durham North Carolina 27713
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(7): ¨
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ¨ No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82 - .
Adherex Technologies Inc.
Form 6-K
On June 3, 2005, the Company filed Voting Results for its recently held Annual and Special Meeting of Shareholders pursuant to Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”) in Canada. This material is furnished as Exhibits 99.1 hereto and is incorporated herein by reference.
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, thereunto duly authorized.
| ADHEREX TECHNOLOGIES INC. | ||||
| (Registrant) | ||||
| Date June 6, 2005 | By: | /s/ D. Scott Murray | ||
| D. Scott Murray | ||||
| Vice President, General Counsel & Corporate Secretary | ||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Voting Results pursuant to Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations |
Exhibit 99.1
ADHEREX TECHNOLOGIES INC.
Annual and Special Meeting of Shareholders – April 29, 2005
| TO: | Superintendent of Brokers, British Columbia | |
| Alberta Securities Commission | ||
| Saskatchewan Securities Commission | ||
| Manitoba Securities Commission | ||
| Ontario Securities Commission | ||
| Autorité des marchés financiers | ||
| Administrator, Securities Act, New Brunswick | ||
| Nova Scotia Securities Commission | ||
| Registrar of Securities, Prince Edward Island | ||
| Securities Commission of Newfoundland | ||
Report of Voting Results pursuant to section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”)
A. Election of Directors
The following nominees were elected as a group as Directors of Adherex Technologies Inc. (the “Corporation”) until the next Annual Meeting of shareholders of the Corporation or until such person’s successor is duly elected or appointed:
| Name of Nominee: |
Votes For |
Votes Withheld | ||
| Dr. William P. Peters |
109,903,867 | 68,204 | ||
| Raymond Hession | ||||
| Peter Karmanos, Jr. | ||||
| Dr. Donald W. Kufe | ||||
| Dr. Fred H. Mermelstein | ||||
| Dr. Peter Morand | ||||
| Dr. Robin J. Norris | ||||
| Dr. Arthur T. Porter | ||||
B. Appointment of Auditors
The following is the outcome of a resolution to appoint PricewaterhouseCoopers LLP as Auditors of the Corporation for the ensuing year, to hold office until the next Annual Meeting of shareholders of the Corporation, at a remuneration to be fixed by the Directors of the Corporation:
| Outcome |
Votes For |
Votes Withheld | ||
| Carried |
109,915,687 | 56,384 |
C. Consolidation of Outstanding Common Shares
The following is the outcome of a special resolution to approve a consolidation of the Corporation’s outstanding Common Shares on the basis of a range between one for two and one for ten Common Shares, to be determined by the Corporation’s Board of Directors:
| Outcome |
Votes For |
Votes Against | ||
| Carried |
109,395,750 | 576,321 |
D. Approval of the Amendments to Stock Option Plan
The following is the outcome of a resolution to authorize an increase in the number of Common Shares issuable pursuant to the Corporation’s stock option plan and to authorize certain other amendments to the Corporation’s stock option plan:
| Outcome |
Votes For |
Votes Against | ||
| Carried |
81,914,987 | 3,475,304 |
E. Approval of Amendments to By-Law
The following is the outcome of a resolution to approve the amendment of certain provisions of the Corporation’s By-law No. 2 which were required in connection with the Corporation’s listing of its Common Shares on the American Stock Exchange:
| Outcome |
Votes For |
Votes Against | ||
| Carried |
109,847,041 | 125,030 |
“D. Scott Murray”
D. Scott Murray
Adherex Technologies Inc.
Vice President, General Counsel and Corporate Secretary