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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
AeroGen, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 33-0488580
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1310 Orleans Drive, Sunnyvale, CA 94089
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(Address of principal executive offices) (Zip Code)
Securities Act Registration Statement and Number to which the form relates:
333-44470
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), please 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), please check the following box. /X/
Securities Act registration statement file number to which this form relates:
333-44470
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to Name of Each Exchange on Which
be so Registered Each Class is to be Registered
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None N/A
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Common Stock to be registered hereunder is
contained in the section entitled "Description of Capital Stock," commencing at
page 61 of the Prospectus included in the Registrant's Form S-1 Registration
Statement, as amended, No. 333-44470 (the "Registration Statement") first filed
with the Securities and Exchange Commission (the "Commission") on August 25,
1999 and is incorporated herein by reference.
ITEM 2. EXHIBITS.
Each of the following exhibits to this registration statement has been
filed as an exhibit to the Registration Statement (as defined above) and is
incorporated herein by reference:
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Exhibit
Number Description
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3.1 Amended and Restated Certificate of Incorporation of AeroGen
3.2 Form of Amended and Restated Certificate of Incorporation of AeroGen to
be effective upon the closing of the offering
3.3 Bylaws of AeroGen
3.4 Form of Amended and Restated Bylaws of AeroGen to be effective upon the
closing of the offering
4.1 Specimen Common Stock Certificate.
4.2 Fourth Amended & Restated Information and Registration Rights Agreement
dated July 7, 2000 between AeroGen and holders of AeroGen Series A,
Series B, Series C, Series D, Series E, and Series F preferred stock
and holders of warrants to purchase AeroGen common stock or Series C
preferred stock
4.3 Warrant, dated June 20, 1995, to purchase common stock of AeroGen
issued to Venture Lending & Leasing, Inc.
4.4 Warrant, dated October 14, 1997, to purchase Series C preferred stock
of AeroGen issued to Venture Lending & Leasing II, Inc.
4.5 Warrant, dated October 14, 1997, to purchase Series C preferred stock
of AeroGen issued to Venture Lending & Leasing, Inc.
4.6 Stock Purchase Agreement between AeroGen and PathoGenesis Corporation,
dated March 13, 2000
4.7 Stock Purchase Agreement between AeroGen and Becton, Dickinson and
Company, dated May 10, 2000
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
AeroGen, Inc,
(Registrant)
Date: November 8, 2000 By: /s/ Carol Gamble
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Carol Gamble
Vice President and General Counsel
2.
