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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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INTRACEL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 04-2980325
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
2005 NW SAMMAMISH ROAD, SUITE 107 98027
ISSAQUAH, WASHINGTON (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-58819.
Securities to be registered pursuant to Section 12(b) of the Exchange Act: None
Securities to be registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $0.0001 par value per share
(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A complete description of the Common Stock, $0.0001 par value per
share, of Intracel Corporation (the "Registrant"), which is to be
registered hereunder is contained under the caption "Description
of Capital Stock" in the Registration Statement on Form S-1 (File
No. 333-58819) filed by the Registrant with the Securities and
Exchange Commission (the "Commission") on July 9, 1998, as amended
from time to time. Such description is hereby incorporated by
reference.
ITEM 2. EXHIBITS.
The following exhibits are filed herewith (or incorporated by
reference as indicated below):
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Exhibit
Number Description
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1 Amended and Restated Certificate of
Incorporation of the Registrant. Reference is
made to Exhibit 3.1 to the Registration
Statement on Form S-1 (File No. 333-58819) of
the Registrant, as amended.
2 Bylaws of the Registrant. Reference is made to
Exhibit 3.2 to the Registration Statement on
Form S-1 (File No. 333-58819) of the
Registrant, as amended.
3 Specimen Common Stock Certificate. Reference
is made to Exhibit 4.2 to the Registration
Statement on Form S-1 (File No. 333-58819) of
the Registrant, as amended.
4 Registration Rights Agreement, dated as of
August 25, 1998, by and among Intracel
Corporation and Northstar High Total Return
Fund, Northstar High Total Return Fund II,
Northstar High Yield Fund, Northstar Strategic
Income Fund, Northstar Balance Sheet
Opportunities. Reference is made to Exhibit
4.3 to the Registration Statement on Form S-1
(File No. 333-58819) of the Registrant, as
amended.
5 Registration Rights Agreement, dated as of
January 2, 1998, by and among Intracel
Corporation and the Holders set forth therein.
Reference is made to Exhibit 4.4 to the
Registration Statement on Form S-1 (File No.
333-58819) of the Registrant, as amended.
6 Registration Rights Agreement, dated July 9,
1998, by and among Intracel Corporation and
Mentor Corporation. Reference is made to
Exhibit 4.5 to the Registration Statement on
Form S-1 (File No. 333-58819) of the
Registrant, as amended.
7 Registration Rights Agreement, dated as of
June 25, 1997, by and among Intracel
Corporation and Creditanstalt American
Corporation. Reference is made to Exhibit 4.6
to the Registration Statement on Form S-1
(File No. 333-58819) of the Registrant, as
amended.
8 Registration Rights Agreement, dated as of
November 16, 1995, by and between Intracel
Corporation and Creditanstalt American
Corporation. Reference is made to Exhibit 4.7
to the Registration Statement on Form S-1
(File No. 333-58819) of the Registrant, as
amended.
9 Registration Rights Agreement, dated as of
January 21, 1999, by and among Intracel
Corporation and Bank Austria AG, Grand Cayman
Branch (assignee of Creditanstalt American
Corporation). Reference is made to Exhibit 4.8
to the Registration Statement on Form S-1
(File No. 333-58819) of the Registrant, as
amended.
10 Registration Rights Agreement, dated as of
September 22, 1995, by and between Intracel
Corporation and each of the Purchasers set
forth therein. Reference is made to Exhibit
4.9 to the Registration Statement on Form S-1
(File No. 333-58819) of the Registrant, as
amended.
11 Waiver and Amendment Agreement, dated as of
January 11, 1999, by and among Intracel
Corporation, Security Insurance Company of
Hartford, TD Partners, Northstar High Yield
Fund and Northstar High Total Return Fund.
Reference is made to Exhibit 4.10 to the
Registration Statement on Form S-1 (File No.
333-58819) of the Registrant, as amended.
12 Registration Rights Agreement, dated as of
July 22, 1994, by and between Intracel
Corporation and each of the Purchasers set
forth therein. Reference is made to Exhibit
4.11 to the Registration Statement on Form S-1
(File No. 333-58819) of the Registrant, as
amended.
13 Waiver and Amendment Agreement, dated as of
January 20, 1999, by and among Intracel
Corporation and Security Insurance Company of
Hartford, TD Partners and Charles J. Lindsay.
Reference is made to Exhibit 4.12 to the
Registration Statement on Form S-1 (File No.
333-58819) of the Registrant, as amended.
14 Stock Purchase Agreement, dated June 7, 1991,
by and among American Bio-Technologies, Inc.
and The Louisiana Seed Capital Fund, L.P.
Reference is made to Exhibit 4.13 to the
Registration Statement on Form S-1 (File No.
333-58819) of the Registrant, as amended.
15 Waiver, dated as of January 20, 1999, by and
among Intracel Corporation (formerly known as
American Bio-Technologies, Inc.) and The
Louisiana Seed Capital Fund, L.P. Reference is
made to Exhibit 4.14 to the Registration
Statement on Form S-1 (File No. 333-58819) of
the Registrant, as amended.
16 Preferred Stock Purchase Agreement, dated as
of March 12, 1997, between Intracel
Corporation and Northstar High Total Return
Fund. Reference is made to Exhibit 10.13 to
the Registration Statement on Form S-1 (File
No. 333-58819) of the Registrant, as amended.
17 Note and Series A-IV Warrant Purchase
Agreement, dated as of June 21, 1996, between
Intracel Corporation and Northstar Advantage
High Total Return Fund. Reference is made to
Exhibit 10.14 to the Registration Statement on
Form S-1 (File No. 333-58819) of the
Registrant, as amended.
18 Note and Series A-III Warrant Purchase
Agreement, dated as of June 11, 1996, between
Intracel Corporation and CoreStates Enterprise
Fund. Reference is made to Exhibit 10.15 to
the Registration Statement on Form S-1 (File
No. 333-58819) of the Registrant, as amended.
19 Note and Series A-V Warrant Purchase
Agreement, dated as of April 1, 1998, between
Intracel Corporation and Northstar High Yield
Fund and Northstar High Total Return Fund II.
Reference is made to Exhibit 10.16 to the
Registration Statement on Form S-1 (File No.
333-58819) of the Registrant, as amended.
20 Stock Purchase Agreement, dated July 1, 1996,
between PerImmune Holdings, Inc. and Organon
Teknika Corporation. Reference is made to
Exhibit 10.19 to the Registration Statement on
Form S-1 (File No. 333-58819) of the
Registrant, as amended.
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21 1989 Stock Option Plan. Reference is made to
Exhibit 10.26 to the Registration Statement on
Form S-1 (File No. 333-58819) of the
Registrant, as amended.
22 1996 Stock Option Plan of PerImmune Holdings,
Inc. Reference is made to Exhibit 10.27 to the
Registration Statement on Form S-1 (File No.
333-58819) of the Registrant, as amended.
23 1999 Stock Incentive Plan. Reference is made
to Exhibit 10.28 to the Registration Statement
on Form S-1 (File No. 333-58819) of the
Registrant, as amended.
24 Securities Purchase Agreement, dated as of
August 25, 1998, among Intracel Corporation,
Bartels, Inc., PerImmune Holdings, Inc.,
PerImmune, Inc. and Northstar High Yield Fund,
Northstar High Total Return Fund, Northstar
High Total Return Fund II, Northstar Strategic
Income Fund. Reference is made to Exhibit
10.29 to the Registration Statement on Form
S-1 (File No. 333-58819) of the Registrant, as
amended.
25 First Amendment and Waiver Agreement, dated as
of January 20, 1999, by and among Intracel
Corporation, PerImmune Holdings, Inc.,
PerImmune, Inc., Bartels, Inc. and Northstar
High Yield Fund, Northstar High Total Return
Fund, Northstar High Total Return Fund II and
Northstar Strategic Income Fund. Reference is
made to Exhibit 10.41 to the Registration
Statement on Form S-1 (File No. 333-58819) of
the Registrant, as amended.
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*Filed herewith
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
INTRACEL CORPORATION
By: /s/ Simon R. McKenzie
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Name: Simon R. McKenzie
Title: President and Chief Executive
Officer
(Principal Executive Officer)
Date: February 8, 1999
