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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MAXIM PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State of Incorporation or Organization)
87-0279983
(I.R.S. Employer Identification No.)
8899 University Center Lane
Suite 400
San Diego, California 92122
(Address of Principal Executive Offices)
Securities to be registered pursuant to Section 12(b) of the Act: Not
applicable
Title of each class to be so registered: Not applicable
Name of each exchange on which each class is to be registered: Not
applicable
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: Not applicable.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
(Title of Class)
Redeemable Common Stock Purchase Warrants
(Title of Class)
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EXPLANATORY NOTE
The purpose of this Form 8-A filing is to change the
registration of the Maxim Pharmaceuticals, Inc. (the "Company") common stock,
par value $0.001 per share (the "Common Stock"), and the redeemable common
stock purchase warrants (the "Redeemable Warrants") from being registered
under Section 12(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), to a registration under Section 12(g) of the Exchange Act in
connection with the listing of the Common Stock and the Redeemable Warrants
on the Nasdaq Stock Market's National Market System ("Nasdaq"). The Common
Stock and the Redeemable Warrants are currently registered under Section
12(b) of the Exchange Act and are listed on the American Stock Exchange
("AMEX"). The Company anticipates that the listing of the Common Stock and
the Redeemable Warrants on the AMEX will be terminated following the listing
of the Common Stock and the Redeemable Warrants on the Nasdaq.
Item 1. Description of Registrant's Securities to be Registered
For a full description of the Common Stock and Redeemable Warrants
being registered hereby, reference is made to the information contained in a
registration statement on Form SB-2 (File No. 333-4854-LA) filed with the
Securities and Exchange Commission (the "SEC") on May 21, 1996 and any
amendments or reports filed for the purpose of updating such description,
including the Company's Form 8-K filed March 2, 2000. The information contained
in the registration statement and any amendments or reports filed for the
purpose of updating such description are incorporated herein by reference.
Item 2. Exhibits
3.1 Amended and Restated Certificate of Incorporation of
Registrant. (1)
3.2 Certificate of Amendment of Amended and Restated Certificate
of Incorporation. (2)
3.3 Bylaws of Registrant. (1)
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(1) Previously filed together with Registrant's Registration Statement on
Form SB-2 (File No. 333-4854-LA) or amendments thereto and incorporated
herein by reference.
(2) Previously filed together with Registrant's Registration Statement on
Form S-3 (File No. 333-84711) or amendments thereto and incorporated
herein by reference.
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SIGNATURES
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, thereunto duly authorized.
Dated: April 26, 2000
MAXIM PHARMACEUTICALS, INC.
By: /s/ DALE A. SANDER
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Dale A. Sander
Vice President, Finance,
Chief Financial Officer
and Secretary
