UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): July 22, 2008
 
 SYNVISTA THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
         
Delaware
  
001-16043
  
13-3304550
(State or other jurisdiction
of incorporation)
  
(Commission File Number)
  
(IRS Employer
Identification No.)

221 West Grand Avenue
Montvale, New Jersey 07645
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (201) 934-5000


___________________________________
Former name or former address, if changed since last report

 
 
 
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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(a), (b), (c), (d) and (f): Not applicable.

(e)  On July 22, 2008, at the annual meeting of stockholders of Synvista Therapeutics, Inc. (the “Company”), stockholders of the Company approved an amendment to the Synvista 2005 Stock Plan (the “Plan”), that increased the number of shares of common stock reserved for issuance under the Plan from 1,060,000 shares to 2,000,000 shares.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

(a)  On July 22, 2008, at the annual meeting of stockholders of the Company, stockholders of the Company approved an amendment to the Company’s Restated Certificate of Incorporation to decrease the number of shares of common stock authorized for issuance from 300,000,000 to 150,000,000. A copy of the Certificate of Amendment of Restated Certificate of Incorporation is attached hereto as Exhibit 3.1 and incorporated herein by reference.

(b)  Not applicable.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit Number
Description
   
3.1
Certificate of Amendment of Restated Certificate of Incorporation of Synvista Therapeutics, Inc. dated July 22, 2008.
 

 
 
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.


 
SYNVISTA THERAPEUTICS, INC.
   
   
Dated: July 24, 2008
 /s/ Noah Berkowitz, M.D., Ph.D.
 
Noah Berkowitz, M.D., Ph.D.
 
President and Chief Executive Officer

 
 

 
EXHIBIT INDEX
 

Exhibit Number
Description
   
3.1
Certificate of Amendment of Restated Certificate of Incorporation of Synvista Therapeutics, Inc. dated July 22, 2008.