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
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Date of Report (Date of earliest event reported): December 4, 2003
HYBRIDON, INC.
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(Exact name of Registrant as Specified in its Charter)
Delaware 0-027352 04-3072298
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
345 Vassar Street, Cambridge, Massachusetts 02139
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(Address of Principal Executive Offices) Zip Code)
Registrant's telephone number, including area code: (617) 679-5500
Not Applicable
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(Former Name or Former Address if Changed Since Last Report)
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE
On December 4, 2003, Hybridon, Inc. announced the results of a special meeting
of stockholders held earlier that day at which a majority of stockholders
approved amendments to Hybridon's Restated Certificate of Incorporation. At the
meeting, holders of approximately 98% of the Company's Series A Preferred Stock
and holders of over 68% of the Common Stock outstanding voted their shares in
favor of the amendments.
Hybridon also announced that its Common Stock would begin trading on the
American Stock Exchange beginning at 9:30 a.m. ET on December 5, 2003 under the
trading symbol "HBY".
The approved amendments reduce the per share liquidation preference of the
Company's Series A Preferred Stock from $100 to $1, reduce the annual dividend
rate on the Company's Series A Preferred Stock from 6.5% to 1% and provide that
during the period from December 4, 2003 to February 2, 2004, holders of Series A
Preferred Stock will be able to convert their shares of Series A Preferred Stock
into a number of shares of Common Stock that is 25% greater than the number of
shares that would otherwise have been issuable upon conversion of the Series A
Preferred Stock. In addition, holders of Series A Preferred Stock have agreed to
convert at least 46.3% of the Series A Preferred Stock outstanding into Common
Stock at the improved conversion rate.
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 hereunto duly authorized.
Date: December 5, 2003 HYBRIDON, INC.
/s/ Robert G. Andersen
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Robert G. Andersen
Chief Financial Officer and
Vice President of Operations