a8kamendment.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
AMENDMENT NO.
1
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of
Report: March 30, 2009 (Date of earliest event reported)
MICROFLUIDICS INTERNATIONAL
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware 0-11625 04-2793022
(State or
other (Commission (IRS
Employer
jurisdiction
of File
Number) Identification
No.)
incorporation)
30
Ossipee Road
Newton,
MA 02464
(Address
of principal executive offices)
Telephone:
(617) 969-5452
(Registrant's
telephone number, including area code)
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant
to Rule 14a-12 under
the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Microfluidics
International Corporation hereby amends its Current Report on Form 8-K dated
March 31, 2009 ("Original Report") by changing the date of the Report on the
cover page of the Original Report and by deleting Items 1.01, 5.02 and
9.01 in their entirety and replacing them with Items 2.02 and 9.01 as set
forth below. Exhibit 99.1, as previously filed with the Original
Report, remains as originally reported and is not changed. Items 2.02
and 9.01 are set forth below in their entirety.
Item
2.02 Results
of Operations and Financial Condition.
On March 30,
2009, Microfluidics International Corporation issued a press release entitled
“Microfluidics International Corporation Announces Fourth Quarter and Year-end
2008 Financial Results.” A copy of the press release is attached as
Exhibit 99.1 to this report and is incorporated by reference into this Item
2.02.
NON-GAAP
FINANCIAL MEASURES: The attached press release addresses our financial results
for the fourth quarter and year ended December 31, 2008, and contains disclosure
of our non-GAAP EBITDA (Earnings Before Interest, Taxes, Depreciation and
Amortization) and non-GAAP basic and diluted EBITDA per share, which are not
measures of financial performance calculated in accordance with generally
accepted accounting principles (GAAP) in the United States. The press release
contains disclosure regarding why we believe the presentation of these non-GAAP
measures provides useful information to investors in analyzing our underlying
business and operating performance. It also contains a tabular reconciliation of
GAAP to non-GAAP financial information that is discussed in the
release.
The
information being provided in this report, including Exhibit 99.1, shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such a filing.
Item
9.01 Financial
Statements and Exhibits.
(d) The
following exhibit is hereby filed as part of this Current Report on Form
8-K:
Number Exhibit
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*99.1
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Press
Release titled “Microfluidics International Corporation Announces Fourth
Quarter and Year-end 2008 Financial
Results”
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* Previously filed
with the Original Report.
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: March 31,
2009 MICROFLUIDICS
INTERNATIONALCORPORATION
By: /s/ Michael C.
Ferrara
-----------------------------------
Name: Michael C.
Ferrara
Title: Chief
Executive Officer and President
EXHIBIT
INDEX
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*99.1
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Press
Release titled “Microfluidics International Corporation Announces Fourth
Quarter and Year-end 2008 Financial
Results”
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*
Previously filed with the Original Report.