UNITED STATES
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
AVAX TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3575874
(State of incorporation or organization) (I.R.S. Employer Identification No.)
4520 Main Street, Suite 930, Kansas City, M.O. 64111
(Address of principal executive offices) (Zip Code)
Securities to be register pursuant to Section 12(b) of the Act: NONE
Securities to be registered pursuant to Section 12(g) of the Act:
Name of each exchange on which
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Title of each class to be registered class is to be registered
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Common Stock, $.004 par value Nasdaq SmallCap Market
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Item 1. Description of Registrant's Securities to be Registered.
For a description of the Common Stock, par value $.004 per
share, of the Registrant being registered hereunder, reference is made to the
information under the heading "Description of Securities" on page 43 of the
Prospectus dated May 23, 1997, filed by the Registrant as part of its
Registration Statement on Form SB-2, as amended, with the Securities and
Exchange Commission on May 23, 1997 (Registration No. 333-09349). The
aforementioned description is hereby incorporated by reference herein and made a
part of this registration statement. A copy of such page is included herewith as
Exhibit 1 hereto.
Item 2. Exhibits
1. Page 43 of the Prospectus dated May 23, 1997, included in the
Registrant's Registration Statement on Form SB-2, as amended,
filed with the Commission on May 23, 1997 (Registration No.
333-09349), setting forth a description of the Common Stock,
par value $.004 per share, of the Registrant being registered
hereby.
2. Certificate of Incorporation, as amended to date, of the
Registrant (incorporated herein by reference to Exhibit 3.1 of
the Registration Statement on Form SB-2 of the Registrant
(Registration No. 333-09349)).
3. By-laws, as amended to date, of the Registrant (incorporated
herein by reference to Exhibit 3.2 of the Registration
Statement on Form SB-2 of the Registrant (Registration No.
333-09349)).
4. Specimen Certificate for the Common Stock, par value $.004 per
share, of the Registrant being registered hereby (incorporated
herein by reference to Exhibit 4.2 of the Registration
Statement on Form SB-2 of the Registrant (Registration No.
333-09349)).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
AVAX TECHNOLOGIES, INC.
By: /s/ Jeffrey M. Jonas, M.D.
Jeffrey M. Jonas, M.D.
President and Chief Executive Officer
(Principal Executive Officer)
Dated: May 23, 1997
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EXHIBIT 1
DESCRIPTION OF SECURITIES
The Company is authorized to issue up to 50,000,000 shares of Common Stock, par
value $.004 per share, and 5,000,000 shares of preferred stock, par value, $.01
per share, of the Company. As of May 22, 1997, 3,136,008 shares of Common
Stock and 259,198 shares of Series B Preferred Stock were issued and
outstanding.
COMMON STOCK
Each holder of Common Stock of the Company is entitled to one vote for each
share held of record. There is no right to cumulative voting of shares for the
election of directors. The shares of Common Stock are not entitled to preemptive
rights and are not subject to redemption or assessment. Each share of Common
Stock is entitled to share ratably in distributions to shareholders and to
receive ratably such dividends as may be declared by the Board of Directors out
of funds legally available therefor. Upon liquidation, dissolution or winding up
of the Company, the holders of Common Stock are entitled to receive, pro-rata,
the assets of the Company which are legally available for distribution to
shareholders. The issued and outstanding shares of Common Stock are validly
issued, fully paid and non-assessable.
PREFERRED STOCK
The Company is authorized to issue up to 5,000,000 shares of preferred stock,
par value $.01 per share (of which 300,000 are designated as Series B Preferred
Stock and 259,198 of which are issued and outstanding). The preferred stock of
the Company can be issued in one or more series as may be determined from
time-to-time by the Board of Directors. In establishing a series the Board of
Directors shall give to it a distinctive designation so as to distinguish it
from the shares of all other series and classes, shall fix the number of shares
in such series, and the preferences, rights and restrictions thereof. All shares
of any one series shall be alike in every particular. The Board of Directors has
the authority, without shareholder approval, to fix the rights, preferences,
privileges and restrictions of any series of preferred stock including, without
limitation: (a) the rate of distribution, (b) the price at and the terms and
conditions on which shares shall be redeemed, (c) the amount payable upon shares
for distributions of any kind, (d) the terms and conditions on which shares may
be converted if the shares of any series are issued with the privilege of
conversion and (e) voting rights except as limited by law.
Although the Company currently does not have any plans to issue additional
shares of preferred stock or to designate a new series of preferred stock, there
can be no assurance that the Company will not do so in the future. As a result,
the Company could authorize the issuance of a series of preferred stock which
would grant to holders preferred rights to the assets of the Company upon
liquidation, the right to receive dividend coupons before dividends would be
declared to holders of Common Stock, and the right to the redemption of such
shares, together with a premium, prior to the redemption to Common Stock. The
current shareholders of the Company have no redemption rights. In addition, the
Board could issue large blocks of voting stock to fend off unwanted tender
offers or hostile takeovers without further shareholder approval.
SERIES A PREFERRED STOCK
At one time, the Company had designated and issued 1,287,500 shares of Series A
Preferred Stock, par value $.01 per share ("Series A Preferred Stock"). Pursuant
to an automatic conversion provision in the Certificate of Designations
therefor, all outstanding shares of Series A Preferred Stock were converted into
an aggregate of 643,750 shares of Common Stock effective as of June 11, 1996, in
connection with the second closing of the Series B Offering. Thereafter, in July
1996, the Series A Preferred Stock was eliminated pursuant to a Certificate of
Elimination filed by the Company. Notwithstanding such conversion, holders of
the Series A Preferred Stock at the time of such conversion, will receive, pro
rata, $2.4 million of shares of common stock of IPI. The first installment of
common stock of IPI was received by these former holders of Series A Preferred
Stock in January 1997. See "Certain Transactions."
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