<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
UNITED THERAPEUTICS CORPORATION
-------------------------------
(Exact name of Registrant as Specified in its Charter)
DELAWARE 52-1984749
- ---------------------------------------- ------------------------------------
(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
1110 SPRING STREET, SILVER SPRING, MARYLAND 20910
- --------------------------------------------------------------------------------
(Address of principal executive offices) (zip code)
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
------------------- ------------------------------
None None
--------------------------- -------------------------------
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:
333-76409 (if applicable)
- ---------
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(TITLE OF CLASS)
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the Common Stock, par value $.01 per share, of
United Therapeutics Corporation (the "Registrant") set forth under the caption
"Description of Capital Stock" and "Delaware Anti-Takeover Law and Certain
Charter Provisions" in the Prospectus filed by the Registrant with the
Securities and Exchange Commission on May 19, 1999, as part of its Amendment No.
1 to Registration Statement on Form S-1 (Registration No. 333-76409) (the "Form
S-1"), as amended from time to time, is hereby incorporated by reference in
answer to this item.
ITEM 2. EXHIBITS
The following exhibits which have been filed as exhibits in the Form
S-1 are hereby incorporated by reference as exhibits in answer to this item.
1. Amended and Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 3.1 of the Form S-1).
2. Amended and Restated By-laws of the Registrant (filed as
Exhibit 3.2 of the Form S-1).
2
<PAGE> 3
SIGNATURES
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.
UNITED THERAPEUTICS CORPORATION
Date: June 8, 1999
By: /s/ Martine A. Rothblatt
-----------------------------------------------------
Name: Martine A. Rothblatt
Title: Chairman of the Board and Chief Executive Officer
3
