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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
IMPATH INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-3459685
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
521 West 57th Street
New York, New York 10019
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(Address of principal executive offices) (Zip Code)
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) please 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 to become effective pursuant to General
Instruction A.(d) please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.005 par value
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
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This Registration Statement relates to the Common Stock, $.005 par
value ("Common Stock"), of IMPATH Inc., a Delaware corporation (the "Company").
The following description of the Company's capital stock does not purport to be
complete and is subject in all respects to applicable Delaware law and to the
provisions of the Company's Certificate of Incorporation (the "Certificate") and
By-laws (the "By-Laws"), copies of which have been filed as exhibits to this
Registration Statement.
The authorized capital stock of the Company consists of 20,000,000 shares
of Common Stock and 7,192,724 shares of Preferred Stock, par value $.01 per
share (the "Preferred Stock"), issuable in one or more series.
COMMON STOCK
Holders of Common Stock are entitled to one vote per share on all matters
which, pursuant to the Delaware General Corporation Law (the "Delaware Law"),
require the approval of the Company's stockholders, other than matters relating
solely to another class of stock. In the event of a liquidation, dissolution or
winding up of the Company, holders of Common Stock are entitled to participate
ratably in all distributions to the holders of Common Stock after payment of
liabilities and satisfaction of any preferential rights of holders of Preferred
Stock. Holders of Common Stock are not entitled to any preemptive rights.
Subject to any preferences that may be applicable to any outstanding shares of
Preferred Stock, holders of Common Stock are entitled to receive cash dividends
ratably on a per share basis if and when such dividends are declared by the
Board of Directors of the Company from funds legally available therefor.
The rights, preferences and privileges of holders of shares of Common Stock
are subject to, and may be adversely affected by, the rights of holders of
shares of any series of Preferred Stock which the Company may designate and
issue in the future.
PREFERRED STOCK
The Board of Directors of the Company is authorized to provide for the
issuance by the Company of Preferred Stock in one or more series and to fix the
rights, preferences, privileges, qualifications, limitations and restrictions
thereof, including, without limitation, dividend rights, dividend rates,
conversion rights, voting rights, terms of redemption or repurchase, redemption
or repurchase prices, limitations or restrictions thereon, liquidation
preferences and the number of shares constituting any series or the designation
of such series, without any further vote or action by the stockholders. The
issuance of any series of Preferred Stock may have an adverse
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effect on the rights of holders of Common Stock, and could decrease the amount
of earnings and assets available for distribution to holders of Common Stock. In
addition, any issuance of Preferred Stock could have the effect of delaying,
deferring or preventing a change in control of the Company.
The Company has no present plans to issue any additional shares of
Preferred Stock.
PURPOSES AND EFFECTS OF CERTAIN PROVISIONS OF THE CERTIFICATE OF INCORPORATION
AND BY-LAWS
The description set forth below of certain provisions of the Certificate
and the By-laws is intended as a summary only and is qualified in its entirety
by reference to the Certificate and the By-laws, the forms of which are included
as exhibits to this Registration Statement.
Number of Directors; Removal; Vacancies; Special Meetings; Quorum. The By-
laws provide that the number of directors of the Company may be fixed from time
to time by vote of the stockholders or of the Board of Directors, but that the
number of directors which constitutes the whole Board shall be no less than
five. Except where a vacancy on the Board is created pursuant to the removal of
a director as described below or where vacancies occur contemporaneously in the
offices of all of the directors, which vacancies will be filled by the
stockholders, vacancies may be filled by a majority of the directors then in
office or by a sole remaining director. The By-laws provide that directors may
be removed from the Board, with or without cause, by the affirmative vote of the
Company's stockholders holding a majority of the shares of the Common Stock.
The By-laws further provide that special meetings of the Board of Directors
may be called by the Chairman of the Board, Vice-Chairman of the Board or by the
President, any director or the holders of 40% of the outstanding shares of
Common Stock. The presence of a majority of the directors constituting the Board
of Directors shall constitute a quorum for the transaction of business at any
regularly held or special meeting of the Board.
Special Meetings; Actions by Written Consent; Advance Notice Provisions.
The By-laws provide that except as otherwise provided by Delaware Law, special
meetings of stockholders of the Company may only be called by resolution of the
Board of Directors, by the President or by the holders of 40% of the outstanding
shares of Common Stock. The By-laws also require advance notice of any
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special meeting of the Company's stockholders to be delivered to each
stockholder entitled to vote at such a meeting.
Amendment of Certain Provisions of the Certificate and By-laws. Under
Delaware Law, the stockholders have the right to adopt, amend or repeal the by-
laws and, with the approval of the board of directors, the certificate of
incorporation of a corporation. In addition, subject to the terms of one or more
series of preferred stock as designated from time to time by the Board of
Directors, the Certificate provides that the By-laws may be adopted, altered or
repealed by the Board of Directors.
ANTITAKEOVER LEGISLATION
Section 203 of the Delaware Law provides that, subject to certain
exceptions specified therein, a corporation shall not engage in any business
combination with any "interested stockholder" for a three-year period following
the date that such stockholder becomes an interested stockholder unless (i)
prior to such date, the board of directors of the corporation approved either
the business combination or the transaction which resulted in the stockholder
becoming an interested stockholder, (ii) upon consummation of the transaction
which resulted in the stockholder becoming an interested stockholder, the
interested stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced (excluding certain shares), or
(iii) on or subsequent to such date, the business combination is approved by the
board of directors of the corporation and by the affirmative vote of at least
66-2/3% of the outstanding voting stock which is not owned by the interested
stockholder. Except as specified in Section 203 of the Delaware Law, an
interested stockholder is defined to include (x) any person that is the owner of
15% or more of the outstanding voting stock of the corporation, or is an
affiliate or associate of the corporation and was the owner of 15% or more of
the outstanding voting stock of the corporation, at any time within three years
immediately prior to the relevant date and (y) the affiliates and associates of
any such person.
Under certain circumstances, Section 203 of the Delaware Law makes it more
difficult for a person who would be an "interested stockholder" to effect
various business combinations. The Certificate does not exclude the Company from
the restrictions imposed under Section 203 of the Delaware Law. It is
anticipated that the provisions of Section 203 of the Delaware Law may encourage
companies interested in acquiring the Company to negotiate in advance with the
Board of Directors, since the stockholder approval requirement would be avoided
if a majority
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of the directors then in office approve, prior to the time the stockholder
becomes an interested stockholder, either the business combination or the
transaction which results in the stockholder becoming an interested stockholder.
STOCK TRANSFER AGENT
The transfer agent for the Common Stock will be American Stock Transfer &
Trust Company, New York, New York.
Item 2. Exhibits.
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1 - Specimen certificate for
Common Stock, $.005 par value
(previously filed).
2 - Restated Certificate of
Incorporation as amended of
the registrant (incorporated
by reference to Exhibit 3.1
to Registration Statement on
Form S-1 No. 33-98916).
3 - Form of Certificate of
Amendment regarding
authorization of Preferred
Stock (incorporated by
reference to Exhibit 3.2 to
Registration Statement on
Form S-1 No. 33-98916).
4 - By-laws of the registrant
(incorporated by reference to
Exhibit 3.3 to Registration
Statement on Form S-1 No. 33-
98916).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
IMPATH INC.
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(Registrant)
By /s/ John P. Gandolfo
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John P. Gandolfo
Executive Vice President
and Chief Financial Officer
Dated: February 9, 1998
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Index to Exhibits
Page
Number
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1 - Copy of specimen certificate --
for Common Stock, $.005 par
value (previously filed).
2 - Restated Certificate of --
Incorporation as amended of
the registrant (incorporated
by reference to Exhibit 3.1
to Registration Statement on
Form S-1 No. 33-98916).
3 - Form of Certificate of --
Amendment regarding
authorization of Preferred
Stock (incorporated by
reference to Exhibit 3.2 to
Registration Statement on
Form S-1 No. 33-98916).
4 - By-laws of the registrant --
(incorporated by reference
to Exhibit 3.3 to
Registration Statement on
Form S-1 No. 33-98916).
