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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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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ANTHRA PHARMACEUTICALS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 22-3007972
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR IDENTIFICATION
ORGANIZATION) NUMBER)
103 CARNEGIE CENTER, SUITE 102 08540
PRINCETON, NEW JERSEY (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
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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. |X|
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: 333-47725.
Securities to be registered pursuant to Section 12(b) of the Exchange Act:
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Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Units, each consisting of one (1) share Boston Stock Exchange
of Common Stock and one (1) Class A
Redeemable Common Stock Purchase Warrant
Common Stock underlying the Units Boston Stock Exchange
and underlying the Class A
Redeemable Common Stock Purchase
Warrants
Class A Redeemable Common Stock Purchase Boston Stock Exchange
Warrants underlying the Units
Securities to be registered pursuant to Section 12(g) of the Exchange Act:
Units, each consisting of one (1) share of Common Stock and one (1) Class A
Redeemable Common Stock Purchase Warrant
Common Stock underlying the Units and underlying the Class A Redeemable
Common Stock Purchase Warrants
Class A Redeemable Common Stock Purchase Warrants underlying the
Units
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A complete description of the securities of Anthra
Pharmaceuticals, Inc. (the "Registrant"), which are to be
registered hereunder is contained under the caption
"Description of Securities" in the Registration Statement on
Form S-1 (File No. 333-47725) filed by the Registrant with the
Securities and Exchange Commission on March 11, 1998, as
amended from time to time. Such description is hereby
incorporated by reference.
ITEM 2. EXHIBITS.
The following exhibits are filed herewith (or incorporated by
reference as indicated below):
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Exhibit Number Description
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1 Amended and Restated Certificate of
Incorporation of the Registrant. Reference
is made to Exhibit 3.1 to the Registration
Statement on Form S-1 (File No. 333-47725)
of the Registrant, as amended.
2 Bylaws of the Registrant. Reference is made
to Exhibit 3.2 to the Registration
Statement on Form S-1 (File No. 333-47725)
of the Registrant, as amended.
3 Specimen Common Stock Certificate.
Reference is made to Exhibit 4.2 to the
Registration Statement on Form S-1 (File
No. 333-47725) of the Registrant, as
amended.
4 Fifth Amended and Restated Registration
Rights Agreement dated October 14, 1997, by
and among the Company, Advanced Technology
Ventures III, L.P., Sevin Rosen Fund III,
L.P., Allstate Insurance Company, Allstate
Life Insurance Company, Aperture
Associates, L.P., Schering Berlin Venture
Corporation, Prodesfarma, S.A. and Nycomed
Pharma AS. Reference is made to Exhibit 4.3
to the Registration Statement on Form S-1
(File No. 333-47725) of the Registrant, as
amended.
5 Form of Unit and Warrant Agreement between
the Company and American Stock Transfer &
Trust Company. Reference is made
to Exhibit 4.4 to the Registration
Statement on Form S-1 (File No. 333-47725)
of the Registrant, as amended.
6 Form of Underwriter's Option Agreement for
Units by and between the Company and
Janssen/Meyers Associates, L.P. Reference
is made to Exhibit 4.5 to the Registration
Statement on Form S-1 (File No. 333-47725)
of the Registrant, as amended.
7 Form of Warrant Certificate. Reference is
made to Exhibit 4.6 to the Registration
Statement on Form S-1 (File No. 333-47725)
of the Registrant, as amended.
8 Form of Unit Certificate. Reference is made
to Exhibit 4.7 to the Registration
Statement on Form S-1 (File No. 333-47725)
of the Registrant, as amended.
9 Form of Promotional Shares Lock-In
Agreement between the Company and each
Director and executive officer of the
Company. Reference is made to Exhibit 4.8
to the Registration Statement on Form S-1
(File No. 333-47725) of the Registrant, as
amended.
10 1990 Stock Plan, as amended. Reference is
made to Exhibit 10.13 to the Registration
Statement on Form S-1 (File No. 333-47725)
of the Registrant, as
amended.
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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.
ANTHRA PHARMACEUTICALS, INC.
By: /s/ Michael C. Walker
Name: Michael C. Walker
Title: President and Chief
Executive Officer
(Principal Executive Officer)
Date: November 24, 1998
