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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
KOS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 65-0670898
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1001 BRICKELL BAY DRIVE, SUITE 2502
MIAMI, FLORIDA 33131
(Address of principal executive office) (zip code)
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1),
please check the following box [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933
pursuant to General Instruction A.(c)(2), please check the following
box [ ]
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
NONE NONE
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of class)
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KOS PHARMACEUTICALS, INC.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Registrant's Common Stock, par value $.01 per
share, appearing under the caption "Description of Capital Stock" in the
Prospectus included as a part of the Registrant's Registration Statement on Form
S-1, File No. 333-17991, filed with the Securities and Exchange Commission on
December 17, 1996 (the "Form S-1 Registration Statement") is incorporated herein
by reference.
ITEM 2. EXHIBITS.
The following exhibits are filed herewith:
1. Articles of Incorporation of the Company (incorporated herein
by reference to Exhibit 3.1 to the Form S-1 Registration
Statement)
2. Bylaws of the Company (incorporated herein by reference to
Exhibit 3.2 to the Form S-1 Registration Statement)
3. Form of Common Stock certificate of the Company.
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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.
KOS PHARMACEUTICALS, INC.
By:/S/ DANIEL M. BELL
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Daniel M. Bell, Chief Executive Officer
Date: February 25, 1996
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.2 Form of Common Stock certificate of the Company.
EXHIBIT 4.2
COMMON STOCK
NUMBER SHARES
KOS PHARMACEUTICALS, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 500648100
THIS CERTIFIES THAT
is the Registered Holder of
FULLY-PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.01 PAR
VALUE, OF
KOS PHARMACEUTICALS, INC.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney, upon surrender of this Certificate properly
endorsed. This Certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
KOS PHARMACEUTICALS, INC.
CORPORATE SEAL
1996
/s/ DANIEL M. BELL /s/ JUAN RODRIGUEZ
PRESIDENT FLORIDA SECRETARY
[LANDSCAPED]
COUNTERSIGNED AND REGISTERED
AMERICAN STOCK TRANSFER & TRUST COMPANY
TRANSFER AGENT AND REGISTRAR
By_________________________
AUTHORIZED SIGNATURE
(SEE REVERSE SIDE)
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KOS PHARMACEUTICALS, INC.
The following abbreviations when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with rights of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - (Cust) ____________ Custodian (Minor)
______________ under Uniform Gifts to Minors Act (State)
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Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, __________________ HEREBY SELL, ASSIGN AND
TRANSFER UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE
[ ]
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE, OR
ASSIGNEE
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shares of the capital stock represented by and within Certificate and does
hereby irrevocably constitute and appoint ______________________________________
__________________________________ Attorney to transfer the said stock on the
books of the within-named Corporation with full power of substitution in the
premises.
DATED ________________________________ SIGNED_____________________
SIGNED_____________________
NOTICE: The signature(s) to
this assignment must
conform with the name as
written upon the face of
the certificate in every
particular, without
alteration or enlargement
or any change whatsoever.
IMPORTANT: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE
17A-d15.
