UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
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) September 24,
2010
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Bacterin
International Holdings, Inc.
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(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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(State
or Other Jurisdiction of Incorporation)
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333-158426
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20-5313323
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(Commission
File Number)
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(IRS
Employer Identification No.)
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600
Cruiser Lane
Belgrade,
Montana
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59714
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(406)
388-0480
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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)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
4.01. Changes
in Registrant’s Certifying Accountant.
(a) Previous
Certifying Accountant
(i) On
September 24, 2010, the audit committee of the Board of Directors of Bacterin
International Holdings, Inc., formerly known as K-Kitz, Inc. (the “Company”),
dismissed W.T. Uniack & Co., CPA’s P.C. (“Uniack”) as the Company’s
independent certifying accountant. Until the date of its
dismissal, Uniack had served as the independent certifying accountant of the
Company prior to the consummation of the reverse merger transaction (the
“Reverse Merger”), in which the Company caused Bacterin International, Inc., a
Nevada corporation (“Bacterin”), to be merged with and into a newly created,
wholly owned subsidiary of the Company on June 30,
2010.
(ii) Uniack’s
report on the Company’s financial statements for the fiscal years ended December
31, 2009 and 2008 did not contain an adverse opinion or a disclaimer of opinion
and was not qualified or modified as to uncertainty, audit scope or accounting
principles.
(iii) The
audit committee of the Company’s Board of Directors approved the decision to
change the Company’s independent certifying accountant.
(iv)
During the last two fiscal years ended December 31, 2009 and
2008, and further through the date of dismissal of Uniack, there have been no
disagreements with Uniack on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Uniack, would have caused
Uniack to make reference to the subject matter of the disagreement(s) in
connection with its reports as required by Item 304(a)(1)(iv) of Regulation
S-K.
(v) During
the last two fiscal years ended December 31, 2009 and 2008, and further through
the date of dismissal of Uniack, Uniack did not advise the Company on any matter
set forth in Item 304(a)(1)(v)(A) through (D) of Regulation S-K.
(vi)
The Company requested that Uniack furnish it with a letter addressed
to the SEC stating whether or not it agrees with the above statements. A copy of
such letter is filed as Exhibit 16.1 to this Form 8-K.
(b) Engagement
of New Certifying Accountant
On
September 24, 2010, the audit committee of the Board of Directors of the Company
engaged Child, Van Wagoner & Bradshaw, PLLC (“CVB”) as its new independent
registered public accounting firm to audit the Company’s financial statements
for the fiscal year ending December 31, 2010. CVB had previously
served as the independent certifying accountant of Bacterin prior to the
consummation of the Reverse Merger. Bacterin continues as the
Company’s operating subsidiary.
During
the two most recent fiscal years and the interim periods preceding the
engagement, the Company did not consult with CVB regarding (i) the application
of accounting principles to a specific transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the Company’s
financial statements, and no written report or oral advice was provided to the
Company by CVB concluding there was an important factor to be considered by the
Company in reaching a decision as to an accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of a
disagreement, as that term is defined in Item 304 (a)(1)(iv) of Regulation S-K
or a reportable event, as that term is described in Item 304 (a)(1)(v) of
Regulation S-K.
Item
5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 24, 2010, the Board of
Directors of the Company amended and restated the Company’s bylaws to modernize
and reflect changes in Delaware law since the adoption of the
bylaws. In addition, the amended and restated bylaws better reflect
the business of the Company, through Bacterin, going forward subsequent to the
closing of the Reverse Merger.
The full text of the Company’s amended
and restated bylaws is attached as Exhibit 3.2 to this Form 8-K and
incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
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3.2
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Amended
and Restated Bylaws of Bacterin International Holdings, Inc., as amended
and restated on September 24,
2010
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16.1
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Letter
from W.T. Uniack & Co., CPA’s P.C., dated September 24,
2010
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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: September
24, 2010
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BACTERIN
INTERNATIONAL HOLDINGS, INC.
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By: /s/
John
Gandolfo
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Name:
John Gandolfo
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Title: Chief
Financial Officer
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EXHIBIT
INDEX
3.2
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Amended
and Restated Bylaws of Bacterin International Holdings, Inc., as amended
and restated on September 24,
2010
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16.1
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Letter
from W.T. Uniack & Co., CPA’s P.C., dated September 24,
2010
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Exhibit
3.2
AMENDED
AND RESTATED
BYLAWS
OF
BACTERIN
INTERNATIONAL HOLDINGS, INC.
Amended
and Restated as of September 24, 2010
Table
of Contents
ARTICLE I OFFICES
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1
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Section 1.1.
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Principal Office
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1
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Section 1.2.
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Other Offices
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1
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ARTICLE II MEETINGS OF
STOCKHOLDERS
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1
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Section 2.1.
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Place of Meetings
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1
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Section 2.2.
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Annual Meetings
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1
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Section 2.3.
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Notice of Stockholder Business;
Nominations
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1
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Section 2.4.
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Special Meetings
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6
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Section 2.5.
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Notice of Meetings
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6
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Section 2.6.
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Fixing Date for Determination of Stockholders of
Record
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6
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Section 2.7.
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Voting List; Right to
Examine
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6
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Section 2.8.
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Adjournments
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7
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Section 2.9.
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Quorum
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7
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Section 2.10.
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Organization
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7
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Section 2.11.
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Voting; Proxies
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7
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Section 2.12.
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Inspectors of Election
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8
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Section 2.13.
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Consent of Stockholders in Lieu of
Meeting
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8
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Section 2.14.
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Conduct of Meetings
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9
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ARTICLE III BOARD OF
DIRECTORS
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9
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Section 3.1.
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Number; Qualifications
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9
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Section 3.2.
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Resignation; Removal;
Vacancies
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9
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Section 3.3.
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Regular and Special
Meetings
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9
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Section 3.4.
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Quorum; Vote Required for
Action
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10
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Section 3.5.
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Organization
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10
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Section 3.6.
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Committees
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10
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Section 3.7.
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Action of Directors in Lieu of
Meeting
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10
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Section 3.8.
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Attendance Via
Telecommunications
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11
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ARTICLE IV NOTICE - WAIVERS -
MEETINGS
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11
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Section 4.1.
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Manner of Notice
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11
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Section 4.2.
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Waiver of Notice of Meetings of Stockholders,
Directors, and Committees
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11
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ARTICLE V OFFICERS
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11
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Section 5.1.
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Executive Officers; Election; Qualifications; Term
of Office; Resignation; Removal; Vacancies
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11
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Section 5.2.
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Powers and Duties of Executive
Officers
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12
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ARTICLE VI CERTIFICATES OF
STOCK
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12
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Section 6.1.
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Certificates
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12
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Section 6.2.
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Lost, Stolen, or Destroyed Stock Certificates;
Issuance of New Certificates
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12
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ARTICLE VII RIGHT TO
INDEMNIFICATION
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12
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Section 7.1.
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Right to Indemnification
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12
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Section 7.2.
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Prepayment of Expenses
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13
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Section 7.3.
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Claims
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13
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Section 7.4.
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Nonexclusivity of Rights
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13
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Section 7.5.
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Other Indemnification
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13
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Section 7.6.
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Nature of Indemnification Rights; Amendment or
Repeal
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13
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Section 7.7.
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Insurance for
Indemnification
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14
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Section 7.8.
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Other Indemnification and Prepayment of
Expenses
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14
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ARTICLE VIII MISCELLANEOUS
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14
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Section 8.1.
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Fiscal Year
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14
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Section 8.2.
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Seal
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14
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Section 8.3.
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Form of Records
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14
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Section 8.4.
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Severability
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14
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Section 8.5.
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Amendment
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14
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AMENDED
AND RESTATED
BYLAWS
OF
BACTERIN
INTERNATIONAL HOLDINGS, INC.
(a
Delaware corporation)
Adopted
September 24, 2010
ARTICLE
I
Offices
Section
1.1. Principal Office. The
registered agent and office of Bacterin International Holdings, Inc. (the “Corporation”) in the
state of Delaware shall be c/o Corporation Service Company, 2711 Centerville
Road, Suite 400, Wilmington, 19808, County of New Castle, or such other
registered agent or office (which need not be a place of business of the
Corporation) as the Board of Directors of the Corporation (the “Board of Directors”)
may designate from time to time in the manner provided by applicable
law.
Section
1.2. Other Offices. The
Corporation may have offices also at such other places within and without the
state of Delaware as the Board of Directors may from time to time designate or
as the business of the Corporation may require.
ARTICLE
II
Meetings
of Stockholders
Section
2.1. Place of Meetings. Meetings
of stockholders shall be held at the place, if any, either within or without the
State of Delaware, as may be designated by resolution of the Board of Directors
from time to time.
Section
2.2. Annual Meetings. If
required by law, annual meetings of stockholders shall be held at such date and
time as determined by resolution of the Board of Directors and as set forth in
the notice of meeting required by Section 2.5, at which
time they shall elect a Board of Directors and transact any other business as
may properly be brought before the meeting.
Section
2.3. Notice of Stockholder Business;
Nominations.
(A) Annual Meetings of
Stockholders. Nominations
of one or more individuals to the Board of Directors (each, a “Nomination,” and more
than one, “Nominations”) and the
proposal of business other than Nominations (“Business”) to be
considered by the stockholders of the Corporation may be made at an annual
meeting of stockholders only (1) pursuant to the Corporation’s notice of meeting
(or any supplement thereto), provided, however, that
reference in the Corporation’s notice of meeting to the election of directors or
to the election of members of the Board of Directors shall not include or be
deemed to include Nominations, (2) by or at the direction of the Board of
Directors, or (3) by any stockholder of the Corporation who was a stockholder of
record of the Corporation at the time the notice provided for in this Section 2.3 is
delivered to the Secretary of the Corporation, who is entitled to vote at the
meeting, and who complies with the notice procedures set forth in this Section
2.3.
(B) Special Meetings of
Stockholders. Only
such Business shall be conducted at a special meeting of stockholders of the
Corporation as shall have been brought before the meeting pursuant to the
Corporation’s notice of meeting; provided, however, that
reference in the Corporation’s notice of meeting to the election of directors or
to the election of members of the Board of Directors shall not include or be
deemed to include Nominations. Nominations may be made at a special
meeting of stockholders at which directors are to be elected pursuant to the
Corporation’s notice of meeting as aforesaid (1) by or at the direction of the
Board of Directors or (2) provided that the Board of Directors has determined
that directors shall be elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at the time the notice provided for
in this Section
2.3 is delivered to the Secretary of the Corporation, who is entitled to
vote at the meeting and upon such election, and who complies with the notice
procedures set forth in this Section
2.3. In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to the Board of
Directors, any such stockholder entitled to vote in such election of directors
may make Nominations of one or more individuals (as the case may be) for
election to such position(s) as specified in the Corporation’s notice of
meeting, if the stockholder’s notice required by Section 2.3(C)(1)
shall be delivered to the Secretary of the Corporation at the principal
executive offices of the Corporation in accordance with Section 2.3(C)(1)(e).
(C) Stockholder Nominations and
Business. For
Nominations and Business to be properly brought before an annual meeting by a
stockholder pursuant to Section 2.3(A)(3),
the stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation in compliance with this Section 2.3, and any
such proposed Business must constitute a proper matter for stockholder
action. For Nominations to be properly brought before a special
meeting by a stockholder pursuant to Section 2.3(B)(2),
the stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation in compliance with this Section
2.3.
(1) Stockholder
Nominations.
(a) Only
individual(s) subject to a Nomination made in compliance with the procedures set
forth in this Section
2.3 shall be eligible for election at an annual or special meeting of
stockholders of the Corporation, and any individual(s) subject to a Nomination
not made in compliance with this Section 2.3 shall not
be considered nor acted upon at such meeting of stockholders.
(b) For
Nominations to be properly brought before an annual or special meeting of
stockholders of the Corporation by a stockholder pursuant to Section 2.3(A)(3) or
Section
2.3(B)(2), respectively, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation at the principal
executive offices of the Corporation pursuant to this Section
2.3. To be timely, the stockholder’s notice must be delivered
to the Secretary of the Corporation as provided in Section 2.3(C)(1)(c)
or Section
2.3(C)(1)(d), in the case of an annual meeting of stockholders of the
Corporation, and Section 2.3(C)(1)(e),
in the case of a special meeting of stockholders of the Corporation,
respectively.
(c) In
the case of an annual meeting of stockholders of the Corporation, to be timely,
any Nomination made pursuant to Section 2.3(A)(3)
shall be delivered to the Secretary of the Corporation at the principal
executive offices of the Corporation not later than the close of business on the
ninetieth (90th) day nor earlier than the close of business on the one hundred
twentieth (120th) day prior to the first anniversary of the preceding year’s
annual meeting (provided, however, that in the
event that the date of the annual meeting is more than thirty (30) days before
or more than seventy (70) days after such anniversary date, notice by the
stockholder must be so delivered not earlier than the close of business on the
one hundred twentieth (120th) day prior to such annual meeting and not later
than the close of business on the later of the ninetieth (90th) day prior to
such annual meeting or the tenth (10th) day following the day on which public
announcement of the date of such meeting is first made by the
Corporation). In no event shall the public announcement of an
adjournment or postponement of an annual meeting of stockholders of the
Corporation commence a new time period (or extend any time period) for the
giving of a stockholder’s notice as described above.
(d) Notwithstanding
Section
2.3(C)(1)(c), in the event that the number of directors to be elected to
the Board of Directors at an annual meeting of stockholders of the Corporation
is increased and there is no public announcement by the Corporation naming the
nominees for the additional directorships at least one hundred (100) days prior
to the first anniversary of the preceding year’s annual meeting, the
stockholder’s notice required by this Section 2.3 shall
also be considered timely, but only with respect to nominees for the additional
directorships, if it shall be delivered to the Secretary of the Corporation at
the principal executive offices of the Corporation not later than the close of
business on the tenth (10th) day following the day on which such public
announcement is first made by the Corporation.
(e) In
the case of a special meeting of stockholders of the Corporation, to be timely,
any Nomination made pursuant to Section 2.3(B)(2)
shall be delivered to the Secretary of the Corporation at the principal
executive offices of the Corporation not earlier than the close of business on
the one hundred twentieth (120th) day prior to such special meeting and not
later than the close of business on the later of the ninetieth (90th) day prior
to such special meeting or the tenth (10th) day following the day on which
public announcement is first made of the date of such special meeting and of the
nominees proposed by the Board of Directors to be elected at such special
meeting. In no event shall the public announcement of an adjournment
or postponement of a special meeting of stockholders of the Corporation commence
a new time period (or extend any time period) for the giving of a stockholder’s
notice as described above.
(f) A
stockholder’s notice of Nomination(s) pursuant to Section 2.3(A)(3) or
Section
2.3(B)(2) shall set forth: (i) as to any Nomination to be made by such
stockholder, (A) all information relating to the individual subject to such
Nomination that is required to be disclosed in solicitations of proxies for
election of directors in an election contest, or is otherwise required, in each
case pursuant to and in accordance with Regulation 14A under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”),
without regard to the application of the Exchange Act to either the Nomination
or the Corporation, and (B) such individual’s written consent to being named in
a proxy statement as a nominee and to serving as a director if elected, and (C)
the actions proposed to be taken by such individual if elected; and (ii) as to
the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the Nomination is made (A) the name and address of such stockholder, as
they appear on the Corporation’s books, and of such beneficial owner, (B) the
class, series, and number of shares of capital stock of the Corporation which
are owned beneficially and of record by such stockholder and such beneficial
owner, (C) a representation that the stockholder is a holder of record of stock
of the Corporation entitled to vote at such meeting and such stockholder (or a
qualified representative of the stockholder) intends to appear in person or by
proxy at the meeting to propose such Nomination, (D) a description of any
agreement, arrangement, or understanding between such stockholder and such
beneficial owner, and the individual subject to such Nomination, and (E) a
representation whether the stockholder or the beneficial owner, if any, intends
or is part of a group which intends (1) to deliver a proxy statement and/or form
of proxy to holders of at least the percentage of the Corporation’s outstanding
capital stock required to elect the individual subject to the Nomination and/or
(2) otherwise to solicit proxies from stockholders of the Corporation in support
of such Nomination. The Corporation may require any individual
subject to such Nomination to furnish such other information as it may
reasonably require to determine the eligibility of such individual to serve as a
director of the Corporation.
(2) Stockholder
Business.
(a) Only
such Business shall be conducted at an annual or special meeting of stockholders
of the Corporation as shall have been brought before such meeting in compliance
with the procedures set forth in this Section 2.3, and any
Business not brought in accordance with this Section 2.3 shall not
be considered nor acted upon at such meeting of stockholders; provided, however, that if the
Business is otherwise subject to Rule 14a-8 (or any successor thereto)
promulgated under the Exchange Act (“Rule 14a-8”), the
notice requirements of this Section 2.3(C)(2)
shall be deemed satisfied by a stockholder if the stockholder has notified the
Corporation of his, her, or its intention to present such Business at an annual
meeting of stockholders of the Corporation in accordance with Rule 14a-8, and
such Business has been included in a proxy statement that has been prepared by
the Corporation to solicit proxies for such annual meeting.
(b) In
the case of an annual meeting of stockholders of the Corporation, to be timely,
any such written notice of a proposal of Business pursuant to Section 2.3(A)(3)
shall be delivered to the Secretary of the Corporation at the principal
executive offices of the Corporation not later than the close of business on the
ninetieth (90th) day nor earlier than the close of business on the one hundred
twentieth (120th) day prior to the first anniversary of the preceding year’s
annual meeting (provided, however, that in the
event that the date of the annual meeting is more than thirty (30) days before
or more than seventy (70) days after such anniversary date, notice by the
stockholder must be so delivered not earlier than the close of business on the
one hundred twentieth (120th) day prior to such annual meeting and not later
than the close of business on the later of the ninetieth (90th) day prior to
such annual meeting or the tenth (10th) day following the day on which public
announcement of the date of such meeting is first made by the
Corporation). In no event shall the public announcement of an
adjournment or postponement of an annual meeting of stockholders of the
Corporation commence a new time period (or extend any time period) for the
giving of a stockholder’s notice as described above.
(c) A
stockholder’s notice of a proposal of Business pursuant to Section 2.3(A)(3)
shall set forth: (i) as to the Business proposed by such stockholder, a brief
description of the Business desired to be brought before the meeting, the text
of the proposal or Business (including the text of any resolutions proposed for
consideration and in the event that such Business includes a proposal to amend
the Bylaws of the Corporation, the language of the proposed amendment), the
reasons for conducting such Business at the meeting and any material interest in
such Business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (ii) as to the stockholder giving the notice
and the beneficial owner, if any, on whose behalf the nomination is made (A) the
name and address of such stockholder, as they appear on the Corporation’s books,
and of such beneficial owner, (B) the class, series, and number of shares of
capital stock of the Corporation which are owned beneficially and of record by
such stockholder and such beneficial owner, (C) a representation that the
stockholder is a holder of record of stock of the Corporation entitled to vote
at such meeting and such stockholder (or a qualified representative of such
stockholder) intends to appear in person or by proxy at the meeting to propose
such Business, and (D) a representation whether the stockholder or the
beneficial owner, if any, intends or is part of a group which intends (1) to
deliver a proxy statement and/or form of proxy to holders of at least the
percentage of the Corporation’s outstanding capital stock required to approve or
adopt the proposed Business and/or (2) otherwise to solicit proxies from
stockholders of the Corporation in support of such Business.
(D) General.
(1) Except
as otherwise provided by law, the chairman of the meeting of stockholders of the
Corporation shall have the power and duty (a) to determine whether a Nomination
or Business proposed to be brought before such meeting was made or proposed in
accordance with the procedures set forth in this Section 2.3, and (b)
if any proposed Nomination or Business was not made or proposed in compliance
with this Section
2.3, to declare that such Nomination or Business shall be disregarded or
that such proposed Nomination or Business shall not be considered or
transacted. Notwithstanding the foregoing provisions of this Section 2.3, if the
stockholder (or a qualified representative of such stockholder) does not appear
at the annual or special meeting of stockholders of the Corporation to present a
Nomination or Business, such Nomination or Business shall be disregarded and
such Nomination or Business shall not be considered or transacted,
notwithstanding that proxies in respect of such vote may have been received by
the Corporation.
(2) For
purposes of this Section 2.3, “public announcement”
shall include disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service, or in a document
publicly filed by the Corporation with the Securities and Exchange
Commission.
(3) Nothing
in this Section
2.3 shall be deemed to affect (a) the rights or obligations, if any, of
stockholders of the Corporation to request inclusion of proposals in the
Corporation’s proxy statement pursuant to Rule 14a-8 (to the extent that the
Corporation or such proposals are subject to Rule 14a-8), or (b) the rights, if
any, of the holders of any series of preferred stock of the Corporation to elect
directors pursuant to any applicable provisions of the Certificate of
Incorporation of the Corporation (the “Certificate of
Incorporation”).
Section
2.4. Special Meetings. A
special meeting of stockholders of the Corporation for any purpose or purposes
may be called at any time only by (i) resolution of the Board of Directors or
(ii) by a committee of the Board of Directors that has been duly designated by
the Board of Directors and whose powers and authority, as provided in a
resolution of the Board of Directors or in these Bylaws, include the power to
call such meetings, and may not be called by any other person or persons, such
special meeting to be held at such date and time as shall be designated in the
notice or waiver of notice thereof. Only business within the purposes
described in the Corporation’s notice of meeting required by Section 2.5 may be
conducted at the special meeting.
Section
2.5. Notice of Meetings. Whenever
stockholders are required or permitted to take any action at a meeting, a
written notice of the meeting shall be given that shall state the place, date,
and hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Unless otherwise provided
by law, the Certificate of Incorporation, or these Bylaws, the written notice of
any meeting shall be given no less than ten (10) nor more than sixty (60) days
before the date of the meeting to each stockholder entitled to vote at such
meeting. If mailed, such notice shall be deemed to be given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his, her, or its address as it appears on the records of the
Corporation.
Section
2.6. Fixing Date for Determination of Stockholders
of Record. In
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion, or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the Board of Directors and which record date: (a) in the case of determination
of stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty (60)
nor less than ten (10) days before the date of such meeting, and (b) in the case
of any other action, shall not be more than sixty (60) days prior to such other
action. If no record date is fixed: (i) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held, and (ii) the record
date for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the
Board of Directors may fix a new record date for the adjourned
meeting.
Section
2.7. Voting List; Right to Examine. The
officer who has charge of the stock ledger of the Corporation shall prepare and
make, at least ten (10) days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall
be open to the examination of any stockholder for any purpose germane to the
meeting for a period of at least ten (10) days prior to the meeting: (i) on a
reasonably accessible electronic network, provided that the information required
to gain access to such list is provided with the notice of the meeting, or (ii)
during ordinary business hours, at the principal place of business of the
Corporation. The list of stockholders must also be open to examination at the
meeting as required by applicable law. Except as otherwise required
by law, the stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list of stockholders or
the books of the Corporation, or to vote in person or by proxy at any meeting of
stockholders.
Section
2.8. Adjournments. Any
meeting of stockholders, annual or special, may adjourn from time to time to
reconvene at the same or some other place, and notice need not be given of any
such adjourned meeting if the time and place, if any, thereof, and the means of
remote communications, if any, by which stockholders and proxy holders may be
deemed to be present in person and vote at such adjourned meeting are announced
at the meeting at which the adjournment is taken. At the adjourned
meeting, the Corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more
than thirty (30) days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.
Section
2.9. Quorum. Except
as otherwise provided by law, the Certificate of Incorporation, or these Bylaws,
at each meeting of stockholders the presence in person or by proxy of the
holders of a majority in voting power of all outstanding shares of stock
entitled to vote at the meeting shall be necessary and sufficient to constitute
a quorum. In the absence of a quorum, the stockholders so present
may, by a majority in voting power thereof, adjourn the meeting from time to
time in the manner provided in Section 2.8 until a
quorum shall attend. Shares of its own stock belonging to the
Corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the Corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the
foregoing shall not limit the right of the Corporation to vote stock, including
but not limited to its own stock, held by it in a fiduciary
capacity.
Section
2.10. Organization. Meetings
of stockholders shall be presided over by the Chief Executive Officer, if any,
or in his or her absence by the Chairman of the Board of Directors, if any, or
in his or her absence by the President, or in his or her absence by a Vice
President, or in the absence of the foregoing persons by a chairman designated
by the Board of Directors, or in the absence of such designation, by a chairman
chosen at the meeting. The Secretary of the Corporation shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting.
Section
2.11. Voting; Proxies. Except
as otherwise provided by the Certificate of Incorporation, each stockholder
entitled to vote at any meeting of stockholders shall be entitled to one vote
for each share of stock held by such stockholder that has voting power upon the
matter in question. Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for such stockholder
by proxy, but no such proxy shall be voted or acted upon after three (3) years
from its date, unless the proxy provides for a longer period. A proxy
shall be irrevocable if it states that it is irrevocable and if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A stockholder may revoke any proxy that is not
irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or another duly executed proxy bearing
a later date with the Secretary of the Corporation. Voting at
meetings of stockholders need not be by written ballot. At all
meetings of stockholders for the election of directors a majority of the votes
cast shall be sufficient to elect. All other elections and questions
presented to the stockholders at a meeting at which a quorum is present shall,
unless otherwise provided by the Certificate of Incorporation, these Bylaws, the
rules or regulations of any stock exchange applicable to the Corporation, or
applicable law or pursuant to any regulation applicable to the Corporation or
its securities, be decided by the affirmative vote of the holders of a majority
of the votes cast. For purposes of these Bylaws, “votes cast” shall
mean all votes cast in favor of and against a particular proposal or matter, but
shall not include abstentions or broker non-votes.
Section
2.12. Inspectors of Election. The
Corporation may, and shall if required by law, in advance of any meeting of
stockholders, appoint one or more inspectors of election, who may be employees
of the Corporation, to act at the meeting or any adjournment thereof and to make
a written report thereof. The Corporation may designate one or more
persons as alternate inspectors to replace any inspector who fails to
act. In the event that no inspector so appointed or designated is
able to act at a meeting of stockholders, the chairman of the meeting shall
appoint one or more inspectors to act at the meeting. Each inspector,
before entering upon the discharge of his or her duties, shall take and sign an
oath to execute faithfully the duties of inspector with strict impartiality and
according to the best of his or her ability. The inspector or
inspectors so appointed or designated shall (i) ascertain the number of shares
of capital stock of the Corporation outstanding and the voting power of each
such share, (ii) determine the shares of capital stock of the Corporation
represented at the meeting and the validity of proxies and ballots, (iii) count
all votes and ballots, (iv) determine and retain for a reasonable period a
record of the disposition of any challenges made to any determination by the
inspectors, and (v) certify their determination of the number of shares of
capital stock of the Corporation represented at the meeting and such inspectors’
count of all votes and ballots. Such certification and report shall
specify such other information as may be required by applicable
law. In determining the validity and counting of proxies and ballots
cast at any meeting of stockholders of the Corporation, the inspectors may
consider such information as is permitted by applicable law. No
person who is a candidate for an office at an election may serve as an inspector
at such election.
Section
2.13. Consent of Stockholders in Lieu of Meeting. Except
as otherwise provided in the Certificate of Incorporation, the holders of common
stock of the Corporation may not act without a meeting.
Section
2.14. Conduct of Meetings. The
date and time of the opening and the closing of the polls for each matter upon
which the stockholders will vote at a meeting shall be announced at the meeting
by the chairman of the meeting. The Board of Directors may adopt by
resolution such rules and regulations for the conduct of the meeting of
stockholders as it shall deem appropriate. Except to the extent
inconsistent with such rules and regulations as adopted by the Board of
Directors, the chairman of the meeting of stockholders shall have the right and
authority to convene and to adjourn the meeting, to prescribe such rules,
regulations, and procedures and to do all such acts as, in the judgment of such
chairman of the meeting, are appropriate for the proper conduct of the
meeting. Such rules, regulations, or procedures, whether adopted by
the Board of Directors or prescribed by the chairman of the meeting, may
include, without limitation, the following: (i) the establishment of an agenda
or order of business for the meeting, (ii) rules and procedures for maintaining
order at the meeting and the safety of those present, (iii) limitations on
attendance at or participation in the meeting to stockholders of record of the
Corporation, their duly authorized and constituted proxies, or such other
persons as the chairman of the meeting shall determine, (iv) restrictions on
entry to the meeting after the time fixed for the commencement thereof, and (v)
limitations on the time allotted to questions or comments by
participants. The chairman of the meeting of stockholders, in
addition to making any other determinations that may be appropriate to the
conduct of the meeting or are otherwise contemplated by Section 2.3(D)
hereof, shall, if the facts warrant, determine and declare to the meeting that a
matter or business was not properly brought before the meeting and, if such
chairman of the meeting should so determine, such chairman of the meeting shall
so declare to the meeting, and any such matter or business not properly brought
before the meeting shall not be transacted or considered. Unless and
to the extent determined by the Board of Directors or the chairman of the
meeting, meetings of stockholders shall not be required to be held in accordance
with the rules of parliamentary procedure.
ARTICLE
III
Board
of Directors
Section
3.1. Number; Qualifications. Subject
to the provisions of the Certificate of Incorporation, the number of directors
of the Corporation shall consist of not fewer than one (1) nor more than nine
(9) members, the exact number to be determined from time to time by resolution
adopted by the affirmative vote of a majority of the entire Board of Directors;
provided, however, no
director’s term shall be shortened by reason of a resolution reducing the number
of directors. Directors must be natural persons who are 18 years of
age or older but need not be residents of the State of Delaware, stockholders of
the Corporation, or citizens of the United States.
Section
3.2. Resignation; Removal; Vacancies. Any
director may resign at any time upon notice given in writing or by electronic
transmission to the Corporation. A resignation is effective when the
resignation is delivered unless the resignation specifies a later effective date
or an effective date determined upon the happening of an event or
events. Unless as otherwise provided by the Certificate of
Incorporation, at a special meeting of stockholders called expressly for that
purpose, any director or the entire Board of Directors may be removed from
office at any time, only by the affirmative vote of 66-2/3 percent or more of
the total voting power of the then outstanding capital stock of the Corporation
entitled to vote generally in the election of directors, voting as a single
class. Unless otherwise provided by law or the Certificate of
Incorporation, any newly created directorship or any vacancy occurring in the
Board of Directors for any cause may be filled solely and exclusively by a
majority of the remaining members of the Board of Directors, although such
majority is less than a quorum, or by the sole remaining director, and each
director so elected shall hold office until the expiration of the term of office
of the director whom he has replaced or until his or her successor is elected
and qualified.
Section
3.3. Regular and Special Meetings.
(A) Regular
meetings of the Board of Directors may be held at such places within or without
the state of Delaware and at such times as the Board of Directors may from time
to time determine, and if so determined, notices thereof need not be
given.
(B) Special
meetings of the Board of Directors may be held at any time or place within or
without the state of Delaware whenever called by the Chief Executive Officer,
President, any Vice President, the Secretary, or by at least two members of the
Board of Directors. Notice of a special meeting of the Board of
Directors shall be given by the person or persons calling the meeting at least
twenty-four (24) hours before the special meeting.
Section
3.4. Quorum; Vote Required for Action. At
all meetings of the Board of Directors a majority of the whole Board of
Directors shall constitute a quorum for the transaction of
business. Except in cases in which the Certificate of Incorporation
or these Bylaws otherwise provide, the vote of a majority of the votes cast by
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.
Section
3.5. Organization. Meetings
of the Board of Directors shall be presided over by the Chairman of the Board of
Directors, if any, or in his or her absence by the Vice Chairman of the Board of
Directors, if any, or in his or her absence by the Chief Executive Officer, or
in the absence of the foregoing persons by a chairman chosen at the
meeting. The Secretary shall act as secretary of the meeting, but in
his or her absence the chairman of the meeting may appoint any person to act as
secretary of the meeting.
Section
3.6. Committees.
(A) The
Board of Directors may designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. The Board
of Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of a member of the
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he, she, or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member. Any such
committee, to the extent permitted by law and to the extent provided in the
resolution of the Board of Directors or these Bylaws, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require
it.
(B) Unless
the Board of Directors otherwise provides, each committee designated by the
Board of Directors may make, alter, and repeal rules for the conduct of its
business. In the absence of such rules, each committee shall conduct
its business in the same manner as the Board of Directors conducts its business
pursuant to this Article III of these
Bylaws.
Section
3.7. Action of Directors in Lieu of
Meeting. Unless
otherwise restricted by the Certificate of Incorporation or these Bylaws, any
action required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a meeting, without
prior notice, and without a vote, if all members of the Board of Directors or
such committee, as the case may be, consent thereto in writing or by electronic
transmission, and the writing or writings or electronic transmission or
transmissions are filed with the minutes of proceedings of the Board of
Directors or such committee. Such filing shall be in paper form if
such minutes are maintained in paper form and shall be in electronic form if
such minutes are maintained in electronic form.
Section
3.8. Attendance Via Telecommunications. Members
of the Board of Directors, or any committee designated by the Board of
Directors, may participate in a meeting thereof by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, and participation in a meeting pursuant to
this Section
3.8 shall constitute presence in person at such meeting.
ARTICLE
IV
Notice
- - Waivers - Meetings
Section
4.1. Manner of Notice. Except
as otherwise provided herein or permitted by applicable law, notices to
directors and stockholders shall be in writing and delivered personally or
mailed to the directors or stockholders at their addresses appearing on the
books of the Corporation. Notice to directors may be given by
telecopier, telephone, or other means of electronic transmission.
Section
4.2. Waiver of Notice of Meetings of Stockholders,
Directors, and Committees. Any
written waiver of notice, signed by the person entitled to notice, whether
before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a waiver
of notice of such meeting, except when the person attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose
of any regular or special meeting of the stockholders, directors, or members of
a committee of directors need be specified in any written waiver of
notice.
ARTICLE
V
Officers
Section
5.1. Executive Officers; Election; Qualifications;
Term of Office; Resignation; Removal; Vacancies. The
Board of Directors shall elect a President and Secretary or Treasurer, and it
may, if it so determines, choose a Chairman of the Board of Directors and a Vice
Chairman of the Board of Directors from among its members. The Board
of Directors may also elect a Chief Executive Officer, one or more Vice
Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers,
and such other officers as the Board of Directors deems
necessary. Each such officer shall hold office until the first
meeting of the Board of Directors after the annual meeting of stockholders next
succeeding his or her election, and until his or her successor is elected and
qualified or until his or her earlier death, resignation, or
removal. Any officer may resign at any time upon written notice to
the Corporation. The Board of Directors may remove any officer, with
or without cause, at any time, but such removal shall be without prejudice to
the contractual rights of such officer, if any, with the
Corporation. Any number of offices may be held by the same
person. Any vacancy occurring in any office of the Corporation by
death, resignation, removal, or otherwise may be filled for the unexpired
portion of the term by the Board of Directors at any regular or special
meeting.
Section
5.2. Powers and Duties of Executive
Officers. The
officers of the Corporation shall have such powers and duties in the management
of the Corporation as may be prescribed by the Board of Directors and, to the
extent not so provided, as generally pertain to their respective officers,
subject to the control of the Board of Directors. The Board of
Directors may require any officer, agent, or employee to give security for the
faithful performance of his or her duties.
ARTICLE
VI
Certificates
of Stock
Section
6.1. Certificates. The
Board of Directors, in its discretion, may designate that any one or more of the
classes of stock of the Corporation may be represented by uncertificated shares,
whether upon original issue, re-issuance, or subsequent transfer. The
Board of Directors is authorized to establish procedures for the transfer of
such uncertificated shares. For any classes of shares that are not
represented by uncertificated shares, every holder of stock of such class shall
be entitled to have a certificate signed by or in the name of the Corporation by
the Chairperson or Vice Chairperson of the Board of Directors, if any, or the
President or a Vice President, and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary, of the Corporation certifying the
number of shares owned by such holder in the Corporation. Any of or
all the signatures on the certificate may be a facsimile. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if such person were such
officer, transfer agent, or registrar at the date of issue. The
Corporation shall not have the power to issue a certificate in bearer
form.
Section
6.2. Lost, Stolen, or Destroyed Stock Certificates;
Issuance of New Certificates. The
Corporation may issue a new certificate of stock in the place of any certificate
theretofore issued by it, alleged to have been lost, stolen, or destroyed, and
the Corporation may require the owner of the lost, stolen, or destroyed
certificate, or such owner’s legal representative, to give the Corporation a
bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft, or destruction of any such certificate or
the issuance of such new certificate.
ARTICLE
VII
Right
to Indemnification
Section
7.1. Right to Indemnification. The
Corporation shall indemnify and hold harmless, to the fullest extent permitted
by applicable law as it presently exists or may hereafter be amended, any person
who was or is made or is threatened to be made a party or is otherwise involved
in any action, suit or proceeding, whether civil, criminal, administrative or
investigative (a “proceeding”), by
reason of the fact that he or she or a person for whom he or she is the legal
representative, is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust,
enterprise, or nonprofit entity, including service with respect to employee
benefit plans (an “indemnitee”), against
all liability and loss suffered and expenses (including attorneys' fees)
reasonably incurred by such indemnitee. The Corporation shall not be
obligated to indemnify an indemnitee (a) with respect to a proceeding (or part
thereof) initiated or brought voluntarily by such indemnitee and not by way of
defense, (b) for any amounts paid in settlement of an action indemnified against
by the Corporation without the proper written consent of the Corporation, or (c)
in connection with any event in which the indemnitee did not act in good faith
and in a manner reasonably believed to be in or not opposed to the best
interests of the Corporation.
Section
7.2. Prepayment of Expenses. The
Corporation shall to the fullest extent permitted by applicable law pay the
expenses (including attorneys’ fees) incurred by an indemnitee in defending any
proceeding in advance of its final disposition; provided, however, that the
payment of expenses incurred by a current director or officer in advance of the
final disposition of the proceeding shall be made only upon receipt of an
undertaking by the director or officer to repay all amounts advanced if it
should be ultimately determined that the director or officer is not entitled to
be indemnified under this Article VII or
otherwise.
Section
7.3. Claims. If
a claim for indemnification (following the final disposition of the relevant
proceeding) or payment of expenses under this Article VII is not
paid in full within thirty (30) days after a written claim therefor by the
indemnitee has been received by the Corporation, the indemnitee may file suit to
recover the unpaid amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expenses of prosecuting such
claim. In any such action, the Corporation shall have the burden of
proving that the indemnitee was not entitled to the requested indemnification or
payment of expenses under applicable law.
Section
7.4. Nonexclusivity of Rights. The
rights conferred on any person by this Article VII shall not
be exclusive of any other rights that such person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation, these Bylaws,
agreement, vote of stockholders or disinterested directors, or
otherwise.
Section
7.5. Other Indemnification. The
Corporation's obligation, if any, to indemnify or advance expenses to any person
who was or is serving at its request as a director, officer, employee, or agent
of another corporation, partnership, joint venture, trust, enterprise, or
nonprofit entity shall be reduced by any amount such person may collect as
indemnification or advancement of expenses from such other corporation,
partnership, joint venture, trust, enterprise, or nonprofit
enterprise.
Section
7.6. Nature of Indemnification Rights; Amendment or
Repeal. Each
person who was, is, or becomes a director or officer, or who serves at the
request of the Corporation, shall be deemed to have served or to have continued
to serve in such capacity in reliance upon the rights provided to him or her in
this Article
VII. All rights to indemnification (and the advancement of
expenses) under this Article VII shall be
deemed to be provided by a contract between the Corporation and the person who
serves or has served as a director or officer of the Corporation. Any
repeal or modification of the foregoing provisions of this Article VII shall not
adversely affect any right or protection hereunder of any person in respect of
any act or omission occurring prior to the time of such repeal or
modification.
Section
7.7. Insurance for Indemnification. The
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee, or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person’s status as
such, whether or not the Corporation would have the power to indemnify such
person against such liability under applicable law.
Section
7.8. Other Indemnification and Prepayment of
Expenses. This
Article VII
shall not limit the right of the Corporation, to the extent and in the manner
permitted by law, to indemnify and to advance expenses to persons other than
those discussed in this Article VII when and
as authorized by appropriate corporate action.
ARTICLE
VIII
Miscellaneous
Section
8.1. Fiscal Year. The
fiscal year of the Corporation shall be determined by resolution of the Board of
Directors.
Section
8.2. Seal. The
corporate seal, if any, shall have the name of the Corporation inscribed thereon
and shall be in such form as may be approved from time to time by the Board of
Directors.
Section
8.3. Form of Records. Any
records maintained by the Corporation in the regular course of its business,
including its stock ledger, books of account, and minute books, may be kept on,
or be in the form of, punch cards, magnetic tape, photographs, microphotographs,
or any other information storage device, provided that the records so kept can
be converted into clearly legible form within a reasonable time.
Section
8.4. Severability. If
any provision of these Bylaws shall be held to be invalid, illegal, or
unenforceable for any reason whatsoever, the validity, legality, and
enforceability of the remaining provisions of these Bylaws shall not in any way
be affected or impaired thereby, and to the fullest extent possible the
provisions of these Bylaws shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal, or
unenforceable.
Section
8.5. Amendment.
(A) These
Bylaws may only be amended or repealed by the stockholders at an annual or
special meeting of the stockholders the notice for which designates that an
amendment or repeal of one or more of such sections is to be considered and then
only by an affirmative vote of the stockholders holding 66 2/3% of the shares
entitled to vote upon such amendment or repeal, voting as a single voting
group.
(B) The
Board of Directors shall have the power to amend or repeal the Bylaws of, or
adopt new bylaws for, the Corporation. However, any such bylaws, or
any alternation, amendment or repeal of the Bylaws, may be subsequently amended
or repealed by the stockholders as provided in Article VIII, Section 8.5(a)
of these Bylaws.
Exhibit
16.1
W.T.
UNIACK & CO. CPA’S, P.C.
CERTIFIED
PUBLIC ACCOUNTANTS
1003
Weatherstone Pkwy., Ste. 320
|
12600
Deerfield Pkwy., Ste. 100
|
Woodstock,
GA 30188
|
Alpharetta,
GA 30004
|
Phone:
770-592-3233
|
Phone:
678-566-3774
|
|
|
September
24, 2010
By
Regular Mail
Securities
and Exchange Commission
100 F
Street, N.E.
Washington,
D.C. 20549-7561
Re: Bacterin
International Holdings, Inc.
Dear
Sirs:
We were
previously the principal accountants for Bacterin International Holdings, Inc.,
formerly known as K-Kitz, Inc. (Commission File Number 333-158426) (the
“Company”), and we issued our report dated March 17, 2010 on the financial
statements of the Company as of December 31, 2009 and 2008, and for the two
years then ended.
We have
read the Company's statements under Item 4.01 of its Current Report on Form 8-K,
dated September 24, 2010, and we concur with the information shown
therein.
We
confirm we had no disagreements with the Company on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure during the last two fiscal years ended December 31, 2009 and 2008,
which disagreements, if not resolved to our satisfaction, would have caused us
to make a reference to the subject matter of the disagreements in connection
with our reports.
Yours
truly,
/s/
W.T. Uniack & Co., CPA’s P.C.
W.T.
Uniack & Co., CPA’s P.C.
Cc: C.
Ben Huber, Greenberg Traurig