IMMUSOL INC
8-A12G, 1996-09-19
PHARMACEUTICAL PREPARATIONS
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<PAGE>   1
      As filed with the Securities and Exchange Commission on September 19, 1996
                                         Registration No. 34-___________________



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                    FORM 8-A
                           FOR REGISTRATION OF CERTAIN
                         CLASSES OF SECURITIES PURSUANT
                        TO SECTION 12(b) OR 12(g) OF THE
                       THE SECURITIES EXCHANGE ACT OF 1934
                    ----------------------------------------

                                  IMMUSOL, INC.
             (Exact name of registrant as specified in its charter)

           CALIFORNIA                                 33-0502473
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

               3050 SCIENCE PARK ROAD, SAN DIEGO, CALIFORNIA 92121
               (Address of Principal Executive Office) (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act


       Title of each class            Name of each exchange on which
       to be so registered              each class is to be registered


- -------------------------------------------------------------------------------
===============================================================================


Securities to be registered pursuant to Section 12(g) of the Act:

                     Common Stock, $.001 par value per share
- -------------------------------------------------------------------------------
                                (Title of class)


- -------------------------------------------------------------------------------
                                (Title of class)
<PAGE>   2
                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

                  See "Description of Capital Stock--Common Stock" in the
                  Company's Registration Statement on Form S-1 (Registration No.
                  333-07645) filed with the Securities and Exchange Commission
                  (the "Commission") on July 3, 1996, as amended from time to
                  time (the "Registration Statement"), which is hereby
                  incorporated herein by reference.


ITEM 2.  EXHIBITS.*

                  3.1      Amended and Restated Articles of Incorporation of the
                           Company, filed as Exhibit 3.1 to the Company's
                           Registration Statement.

                  3.2      Form of Second Amended and Restated Articles of
                           Incorporation of the Company to be effective upon
                           completion of this Offering, filed as Exhibit 3.2 to
                           the Company's Registration Statement.

                  3.3      Bylaws of the Company, as amended, filed as Exhibit
                           3.3 to the Company's Registration Statement.

                  3.4      Form of Amended and Restated Bylaws of the Company to
                           be effective upon completion of this Offering, filed
                           as Exhibit 3.4 to the Company's Registration
                           Statement.

                  4.1      Specimen Stock Certificate


                  * Pursuant to Instruction II, each exhibit listed in this Item
2 has been filed with the Nasdaq National Market and shall not be deemed to be
filed with or incorporated by reference in (except to the extent noted in Item 1
above) copies of this registration statement on Form 8-A filed with the
Commission. Exhibits 3.1, 3.2, 3.3, 3.4 and 4.1 have been previously filed with
the Nasdaq National Market with the Company's Application for Listing and are
hereby incorporated by reference into copies of this registration statement on
Form 8-A filed with the Nasdaq National Market.


                                       2.
<PAGE>   3
                                    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, in the
City of San Diego, State of California, on this 19th day of September, 1996.

                                         IMMUSOL, INC.



                                         By: /s/ TSVI GOLDENBERG
                                            __________________________________
                                            Tsvi Goldenberg, Ph.D.,
                                            Chief Executive Officer
<PAGE>   4
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    EXHIBITS

                                       TO

                                    FORM 8-A

                                      UNDER

                         SECURITIES EXCHANGE ACT OF 1934


                                  IMMUSOL, INC.
<PAGE>   5
                                  EXHIBIT INDEX


Exhibit
Number         Exhibit

   3.1*        Amended and Restated Articles of Incorporation

   3.2*        Form of Second Amended and Restated Articles of Incorporation of
               the Company to be effective upon completion of this Offering

   3.3*        Bylaws of the Company

   3.4*        Form of Amended and Restated Bylaws of the Company to be
               effective upon completion of this Offering

   4.1*        Specimen Stock Certificate


      * Previously filed with the Nasdaq National Market pursuant to the
Company's Nasdaq NMS Listing Application and hereby incorporated by reference
into copies of this Registration Statement filed with the Nasdaq National
Market.



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