The Female Health Co (NASDAQ:FHCO) filed with the Securities and Exchange Commission a proxy statement (the “Proxy Statement”) for a special meeting of shareholders (the “Special Meeting”) to consider matters relating to the proposed merger transaction with Aspen Park Pharmaceuticals, Inc. (“APP”). The Special Meeting has been adjourned until October 14, 2016, at 10:00 a.m., Central Time, at the Company’s offices, 150 North Michigan Avenue, Suite 1580, Chicago, Illinois 60601. The Proxy Statement included a proposal (Proposal 2) to amend the Company’s Amended and Restated Articles of Incorporation to increase the total number of authorized common stock from 38,500,000 shares to 160,000,000 shares of common stock and the authorized preferred stock from 5,015,000 shares to 40,000,000 shares of preferred stock.
On or about September 6, 2016, Institutional Shareholder Services Inc. (“ISS”) published a proxy analysis and vote recommendation for the Special Meeting. Proposal 2 received an unfavorable recommendation from ISS because ISS (i) viewed the proposed increase in the number of shares of common stock as excessive and (ii) did not believe that the Company’s board of directors provided a sufficient rationale for the increase in the number of authorized preferred shares and specifically did not state that the preferred shares would not be used for anti-takeover purposes.
In response to the ISS recommendation, on October 6, 2016, the Board of Directors of Company unanimously approved a modification to Proposal 2 to (i) reduce the number of shares of common stock to be authorized from 160,000,000 to 77,000,000 and (ii) eliminate any increase in the number of shares of authorized preferred stock. APP has agreed and consented to these modifications to Proposal 2