<PAGE>
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BIOMARIN PHARMACEUTICAL INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 68-0397820
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
371 Bel Marin Keys Boulevard, Suite 210 Novato, CA 94949
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
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Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, par value $0.001 per share
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered
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BioMarin Pharmaceutical Inc. incorporates by reference the description of
its securities to be registered hereunder contained under the headings
"Description of Capital Stock" and "Shares Eligible for Future Sale" contained
in the Registrant's Registration Statement on Form S-1, including any amendments
thereto (File Number 333-77701).
Item 2. Exhibits
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The following exhibits are filed as a part of this registration
statement:
3.1A* Amended and Restated Certificate of Incorporation of the Registrant,
as filed on March 22, 1999.
3.1B Form of Amended and Restated Certificate of Incorporation of the
Registrant (to be filed with the Secretary of State of the State of
Delaware prior to the effectiveness of the offering).
3.2* Amended and Restated Bylaws of the Registrant.
4.1* Form of Amended and Restated Registration Rights Agreement by and
among the Registrant and the investors named therein.
4.2 Specimen Stock Certificate of the Registrant.
10.2* 1997 Stock Plan, as amended on December 22, 1998 and forms of
agreements thereunder.
10.3* 1998 Director Option Plan and forms of agreements thereunder.
10.4* 1998 Employee Stock Purchase Plan and forms of agreements
thereunder.
______________________
* Incorporated by reference to the Exhibits of the same number to the
Registrant's S-1 Registration Statement, including any amendments thereto (
File Number 333-77701).
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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.
Date: July 15, 1999 BIOMARIN PHARMACEUTICAL INC.
By: /s/ Raymond W. Anderson
-------------------------------------
Raymond W. Anderson
Chief Financial Officer and Vice
President of Finance and
Administration (Principal Financial and
Accounting Officer)
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Exhibit 4.2
COMMON STOCK COMMON STOCK
[LOGO OF BIOMARIN PHARMACEUTICAL]
NUMBER SHARES
BMN
THIS CERTIFICATE IS INCORPORATED UNDER THE LAWS SEE REVERSE FOR
TRANSFERABLE IN NEW OF THE STATE OF DELAWARE CERTAIN DEFINITIONS
YORK, NY OR RIDGEFIELD
PARK, NJ
CUSIP 09061G 10 1
THIS CERTIFIES THAT
is the record holder of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.001 PAR
VALUE PER SHARE, OF BIOMARIN PHARMACEUTICAL 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 until countersigned by the Transfer
Agent and registered by the Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated
/s/ John C. Klock /s/ Grant W. Denison, Jr.
PRESIDENT CHIEF EXECUTIVE OFFICER
BIOMARIN PHARMACEUTICAL
Corporate SEAL
Oct. 25, 1996
Delaware
COUNTERSIGNED AND REGISTERED:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
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BIOMARIN PHARMACEUTICAL INC.
A statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights as established, from time to time, by the
Certificate of Incorporation of the Corporation and by any certificate of
determination, the number of shares constituting each class and series, and
the designations thereof, may be obtained by the holder hereof upon request
and without charge from the Secretary of the Corporation at the principal
office of the Corporation.
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:
<TABLE>
<CAPTION>
<S> <C><C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - .............Custodian........................
TEN ENT as tenants by the entireties (Cust) (Minor)
JT TEN as joint tenants with right under Uniform Gifts to Minors Act.................................
of survivorship and not as (State)
tenants in common
COM PROP- as community property UNIF TRF MIN ACT - ................. Custodian(until age.......)
(Cust)
............................ under Uniform Transfers to
(Minor)
Minors Act .......................................................
(State)
</TABLE>
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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| |
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________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________Shares
of the common stock represented by the within Certificate, and do 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____________________
X______________________________
X______________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed
By_______________________________
THE SIGNATURE(S) MUST 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 17Ad-15.
