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
SECURITIES EXCHANGE ACT OF 1934
EPIX Medical, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 04-3030815
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
71 Rogers Street, Cambridge, Massacuhusetts 02142
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(Address of principal executive offices) (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
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None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
See "Description of Capital Stock" on page 54 of the Registration
Statement on Form S-1 of EPIX Medical, Inc. (the "Registrant") filed with the
Securities and Exchange Commission on December 10, 1996 under the Securities Act
of 1933, as amended, which is hereby incorporated by reference pursuant to Rule
12b-23 of the Securities Exchange Act of 1934, as amended.
Item 2. Exhibits.
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2.1 Specimen certificate for shares of Common Stock,
$0.01 par value, of the Registrant. Filed as Exhibit
4.1 to the Registrant's Registration Statement on
Form S-1 and hereby incorporated by reference.
2.2 Restated Certificate of Incorporation of Registrant.
Filed as Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 and hereby incorporated by reference.
2.3 Certificate of Amendment of Restated Certificate of
Incorporation of Registrant, as proposed. Filed as
Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 and hereby incorporated by
reference.
2.4 Form of Restated Certificate of Incorporation of
Registrant. Filed as Exhibit 3.3 to the Registrant's
Registration Statement on Form S-1 and hereby
incorporated by reference.
2.5 By-Laws of the Registrant, as amended. Filed as
Exhibit 3.4 to the Registrant's Registration Statement
on Form S-1 and hereby incorporated by reference.
2.6 Form of Amended and Restated By-Laws of Registrant.
Filed as Exhibit 3.5 to the Registrant's Registration
Statement on Form S-1 and hereby incorporated by reference.
2.7 Third Amended and Restated Stockholders' Rights
Agreement dated May 29, 1996 among the Registrant
and certain of its stockholders. Filed as Exhibit
10.22 to the Registrant's Registration Statement on
Form S-1 and hereby incorporated by reference.
2.8 Amendment No. 1 to Third Amended and Restated Stockholders'
Rights Agreement dated May 31, 1996. Filed as Exhibit 10.24
to the Registrant's Registration Statement on Form S-1
and hereby incorporated by reference.
2.9 Amendment No. 2 to Third Amended and Restated
Stockholder's Rights Agreement dated December 6, 1996.
Filed as Exhibit 10.27 to the
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Registrant's Registration Statement on Form S-1 and
hereby incorporated by reference.
2.10 Amended and Restated 1992 Equity Incentive Plan. Filed
as Exhibit 10.28 to the Registrant's Registration Statement
on Form S-1 and hereby incorporated by reference.
2.11 Form of Incentive Stock Option Certificate. Filed as
Exhibit 10.29 to the Registrant's Registration Statement
on Form S-1 and hereby incorporated by reference.
2.12 Form of Nonstatutory Stock Option Certificate.
Filed as Exhibit 10.30 to the Registrant's Registration
Statement on Form S-1 and hereby incorporated by reference.
2.13 1996 Director Stock Option Plan. Filed as Exhibit 10.31
to the Registrant's Registration Statement on Form S-1
and hereby incorporated by reference.
2.14 1996 Employee Stock Purchase Plan. Filed as Exhibit 10.32
to the Registrant's Registration Statement on Form S-1
and hereby incorporated by reference.
2.15 Form of Stock Purchase and Right of First Refusal Agreement.
Filed as Exhibit 10.37 to the Registrant's Registration
Statement on Form S-1 and hereby incorporated by reference.
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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.
EPIX MEDICAL, INC.
Dated: December 10, 1996 By: /s/ Michael D. Webb
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Michael D. Webb
President, Chief Executive Officer,
Secretary and Director
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EXHIBIT INDEX
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Exhibit No. Description
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2.1 Specimen certificate for shares of Common Stock,
$0.01 par value, of the Registrant. Filed as Exhibit
4.1 to the Registrant's Registration Statement on
Form S-1 and hereby incorporated by reference.
2.2 Restated Certificate of Incorporation of Registrant.
Filed as Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 and hereby incorporated by reference.
2.3 Certificate of Amendment of Restated Certificate of
Incorporation of Registrant, as proposed. Filed as
Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 and hereby incorporated by
reference.
2.4 Form of Restated Certificate of Incorporation of
Registrant. Filed as Exhibit 3.3 to the Registrant's
Registration Statement on Form S-1 and hereby
incorporated by reference.
2.5 By-Laws of the Registrant, as amended. Filed as
Exhibit 3.4 to the Registrant's Registration Statement
on Form S-1 and hereby incorporated by reference.
2.6 Form of Amended and Restated By-Laws of Registrant.
Filed as Exhibit 3.5 to the Registrant's Registration
Statement on Form S-1 and hereby incorporated by reference.
2.7 Third Amended and Restated Stockholders' Rights
Agreement dated May 29, 1996 among the Registrant
and certain of its stockholders. Filed as Exhibit
10.22 to the Registrant's Registration Statement on
Form S-1 and hereby incorporated by reference.
2.8 Amendment No. 1 to Third Amended and Restated Stockholders'
Rights Agreement dated May 31, 1996. Filed as Exhibit 10.24
to the Registrant's Registration Statement on Form
S-1 and hereby incorporated by reference.
2.9 Amendment No. 2 to Third Amended and Restated Stockholder's
Rights Agreement dated December 6, 1996. Filed as
Exhibit 10.27 to the Registrant's Registration Statement
on Form S-1 and hereby incorporated by reference.
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<PAGE>
2.10 Amended and Restated 1992 Equity Incentive Plan. Filed as Exhibit
10.28 to the Registrant's Registration Statement on Form S-1 and
hereby incorporated by reference.
2.11 Form of Incentive Stock Option Certificate. Filed as Exhibit 10.29 to
the Registrant's Registration Statement on Form S-1 and hereby
incorporated by reference.
2.12 Form of Nonstatutory Stock Option Certificate. Filed as Exhibit
10.30 to the Registrant's Registration Statement on Form S-1 and
hereby incorporated by reference.
2.13 1996 Director Stock Option Plan. Filed as Exhibit 10.31 to the
Registrant's Registration Statement on Form S-1 and hereby
incorporated by reference.
2.14 1996 Employee Stock Purchase Plan. Filed as Exhibit 10.32 to the
Registrant's Registration Statement on Form S-1 and hereby
incorporated by reference.
2.15 Form of Stock Purchase and Right of First Refusal Agreement. Filed
as Exhibit 10.37 to the Registrant's Registration Statement on Form
S-1 and hereby incorporated by reference.
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