UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): June 11, 2004
CRDENTIA CORP.
(Exact name of Registrant as Specified in its Charter)
DELAWARE 0-31152 76-0585701
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
14114 DALLAS PARKWAY, SUITE 600, DALLAS, TEXAS 75254
(Address of principal executive offices) (Zip Code)
(972) 850-0780
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(Registrant's telephone number, including area code)
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
Effective as of 5:00 p.m. Eastern Time on June 28, 2004, we, Crdentia
Corp., will implement a one-for-three reverse split of our outstanding shares of
common stock. At our Annual Meeting of Stockholders held on May 27, 2004, our
stockholders approved a proposal to amend our Amended and Restated Certificate
of Incorporation (the "Existing Certificate") to effect a reverse stock split of
all of our outstanding shares of common stock at an exchange ratio ranging from
one-to-two to one-to-five, with the final ratio to be determined by our Board of
Directors following stockholder approval. Pursuant to a resolution of our Board
of Directors effective as of June 11, 2004, our directors approved an amendment
to the Existing Certificate to effect a reverse stock split at an exchange ratio
of one-to-three. The reverse stock split will reduce the number of shares of
common stock outstanding from approximately 19,088,026 to approximately
6,362,675. No fractional shares will be issued in connection with the reverse
stock split. In lieu of fractional shares, stockholders will receive a cash
payment based on the market price, after adjustment for the effect of the stock
combination, of our common stock on the effective date of the stock combination.
The reverse stock split also affects options, warrants and other securities
convertible into or exchangeable for shares of our common stock that were issued
and outstanding immediately prior to the effective time of the stock
combination.
Beginning on June 29, 2004, our common stock will trade with the ticker
symbol "CRDA."
A copy of the Certificate of Amendment to the Existing Certificate
filed with the Delaware Secretary of State on June 14, 2004, and copies of a
Certificate of Correction of the Certificate of Amendment filed with the
Delaware Secretary of State on June 16, 2004 and a Certificate of Correction of
the Certificate of Amendment filed with the Delaware Secretary of State on June
24, 2004, which documents effect the stock combination, are attached hereto as
Exhibits 4.1, 4.2 and 4.3, respectively.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
4.1 Certificate of Amendment of Amended and Restated
Certificate of Incorporation of Crdentia Corp.
4.2 Certificate of Correction of Certificate of Amendment
of Amended and Restated Certificate of Incorporation
of Crdentia Corp.
4.3 Certificate of Correction of Certificate of Amendment
of Amended and Restated Certificate of Incorporation
of Crdentia Corp.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has caused this report on Form 8-K to be signed on its
behalf by the undersigned thereunto duly authorized.
CRDENTIA CORP.
/S/ JAMES D. DURHAM
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By: James D. Durham,
Date : June 28, 2004 Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Certificate of Amendment to Amended and Restated Certificate of
Incorporation of Crdentia Corp.
4.2 Certificate of Correction of Certificate of Amendment of Amended and
Restated Certificate of Incorporation of Crdentia Corp.
4.3 Certificate of Correction of Certificate of Amendment of Amended and
Restated Certificate of Incorporation of Crdentia Corp.