SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PRAECIS PHARMACEUTICALS INCORPORATED
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(Exact name of registrant as specified in its charter
Delaware 04-3200305
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
One Hampshire Street, Cambridge, Massachusetts 02139-1572
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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 registered each class is to be registered
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N/A N/A
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: 333-96351
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Capital Stock
The information required by Item 202 of Regulation S-K is provided
under the heading "Description of Capital Stock" in the
Registrant's Registration Statement on Form S-1 (Registration No.
333-96351), as initially filed with the Securities and Exchange
Commission on February 8, 2000, and as amended from time to time
(as so amended, the "Registration Statement"). Such portion of the
Registration Statement is hereby incorporated by reference and
made a part hereof.
ITEM 2. EXHIBITS
1. Amended and Restated Certificate of Incorporation, as amended
(included as Exhibit 3.1 to the Registration Statement and
incorporated by reference herein)
2. Amendment to Amended and Restated Certificate of
Incorporation, as amended (included as Exhibit 3.2 to the
Registration Statement and incorporated by reference herein)
3. Form of Amended and Restated Certificate of Incorporation
(included as Exhibit 3.3 to the Registration Statement and
incorporated by reference herein)
4. Amended and Restated By-Laws (included as Exhibit 3.4 to the
Registration Statement and incorporated by reference herein)
5. Form of Amended and Restated By-Laws (included as Exhibit 3.5
to the Registration Statement and incorporated by reference
herein)
6. Specimen Certificate representing shares of common stock
(included as Exhibit 4.1 to the Registration Statement and
incorporated by reference herein)
7. Warrant to purchase Series A Convertible Preferred Stock
dated as of August 12, 1998 held by Comdisco, Inc. (included
as Exhibit 4.2 to the Registration Statement and incorporated
by reference herein)
8. Warrant to purchase Series A Convertible Preferred Stock
dated as of August 12, 1998 held by Gregory Stento (included
as Exhibit 4.3 to the Registration Statement and incorporated
by reference herein)
9. Warrant to purchase Common Stock dated May 13, 1997 (included
as Exhibit 4.4 to the Registration Statement and incorporated
by reference herein)
10. Amended and Restated Stockholders Agreement dated as of April
30, 1998 by and among the Registrant and certain stockholders
referred to therein, as amended by Amendment No. 1 dated as
of May14, 1998, Amendment No. 2 dated as of July 21, 1998 and
Amendment No. 3 dated January 31, 2000 (included as Exhibit
10.4 to the Registration Statement and incorporated by
reference herein)
11. Stock and Warrant Purchase Agreement dated as of May 13, 1997
by and between Sylamerica, Inc. and the Registrant (included
as Exhibit 10.5 to the Registration Statement and
incorporated by reference herein)
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereto duly authorized.
PRAECIS PHARMACEUTICALS INCORPORATED
By /s/ Kevin F. McLaughlin
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Name: Kevin F. McLaughlin
Title: Senior Vice President, Chief Financial
Officer, Treasurer and Secretary
Dated: April 11, 2000
EXHIBIT
NUMBER EXHIBIT
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1. Amended and Restated Certificate of Incorporation, as amended
(included as Exhibit 3.1 to the Registration Statement and
incorporated by reference herein)
2. Amendment to Amended and Restated Certificate of Incorporation,
as amended (included as Exhibit 3.2 to the Registration
Statement and incorporated by reference herein)
3. Form of Amended and Restated Certificate of Incorporation
(included as Exhibit 3.3 to the Registration Statement and
incorporated by reference herein)
4. Amended and Restated By-Laws (included as Exhibit 3.4 to the
Registration Statement and incorporated by reference herein)
5. Form of Amended and Restated By-Laws (included as Exhibit 3.5
to the Registration Statement and incorporated by reference
herein)
6. Specimen Certificate representing shares of a common stock
(included as Exhibit 4.1 to the Registration Statement and
incorporated by reference herein)
7. Warrant to purchase Series A Convertible Preferred Stock dated
as of August 12, 1998 held by Comdisco, Inc. (included as
Exhibit 4.2 to the Registration Statement and incorporated by
reference herein)
8. Warrant to purchase Series A Convertible Preferred Stock dated
as of August 12, 1998 held by Gregory Stento (included as
Exhibit 4.3 to the Registration Statement and incorporated by
reference herein)
9. Warrant to purchase Common Stock dated May 13, 1997 (included
as Exhibit 4.4 to the Registration Statement and incorporated
by reference herein)
10. Amended and Restated Stockholders Agreement dated as of April
30, 1998 by and among the Registrant and certain stockholders
referred to therein, as amended by Amendment No. 1 dated as of
May14, 1998, Amendment No. 2 dated as of July 21, 1998 and
Amendment No. 3 dated January 31, 2000 (included as Exhibit
10.4 to the Registration Statement and incorporated by
reference herein)
11. Stock and Warrant Purchase Agreement dated as of May 13, 1997
by and between Sylamerica, Inc. and the Registrant (included as
Exhibit 10.5 to the Registration Statement and incorporated by
reference herein)
