<PAGE>
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
INTERMUNE PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 99-3296648
- ------------------------------------------ ---------------------------------
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
1710 Gilbreth Road, Suite 301
Burlingame, CA 94010
- ------------------------------------------ ---------------------------------
(Address of principal executive offices) (Zip code)
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), check the following. /X/
Securities Act registration statement number to which this form relates:
333-96029
Securities to be registered pursuant to Section 12(g) of the Act: Common Stock,
$0.001 par value
1.
<PAGE>
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 55 of the Prospectus included in the Registrant's Form S-1
Registration Statement (the "Registration Statement"), No 333-96029, filed
with the Securities and Exchange Commission (the "Commission") on February 2,
2000, as amended, and is incorporated herein by reference.
ITEM 2. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------------------------------------
<S> <C>
1.1 Form of Underwriting Agreement.
3.1 Certificate of Incorporation of Registrant,
to be effective upon Registrant's
reincorporation in Delaware.
3.2 Amended and Restated Certificate of
Incorporation of Registrant to be effective
upon the closing of the offering made
pursuant to the Registration Statement.
3.3 Bylaws of Registrant to be effective upon
Registrant's reincorporation in Delaware and
upon the closing of the offering made
pursuant to the Registration Statement.
4.1 Specimen Common Stock Certificate.
4.2 Amended and Restated Investor Rights
Agreement, dated January 7, 2000, between
Registrant and holders of the Registrant's
Series A-1 Preferred Stock, Series A-2
Preferred Stock and Series B Preferred
Stock.
5.1 Opinion of Cooley Godward LLP.
10.1 Form of Indemnity Agreement.
10.2 1999 Equity Incentive Plan and related
documents.
10.3 2000 Equity Incentive Plan and related
documents.
10.4 2000 Employee Stock Purchase Plan and
related documents.
10.5 2000 Non-Employee Directors' Stock Option
Plan and related documents.
10.6 Lease Agreement, dated November 9, 1999,
between Registrant and American Heart
Association, Western States Affiliate.
10.7 Employment Agreement, dated April 27, 1999,
between Registrant and W. Scott Harkonen.
10.8 Employment Offer Letter, dated October 28,
1999, between Registrant and Timothy P.
Lynch.
10.9 Employment Offer Letter, dated October 22,
1999, between Registrant and Peter Van
Vlasselaer.
10.10 Employment Offer Letter, dated December 19,
1999, between Registrant and Christine
Czarniecki.
2.
<PAGE>
10.11 Secured Loan Agreement, Secured Promissory
Note, and Security Agreement, dated July 1,
1999, between Registrant and W. Scott
Harkonen.
10.12 Amended and Restated Exclusive Sublicense
Agreement, dated April 27, 1999, between
Registrant and Connetics Corporation.
10.13 Collaboration Agreement, dated April 27,
1999, between Registrant and Connetics
Corporation (incorporated by reference from
Exhibit 10.9 to the Quarterly Report on Form
10-Q for the Period Ended March 31, 1999 as
filed May 13, 1999 by Connetics
Corporation).
10.14 Transition Agreement, dated April 27, 1999,
between Registrant and Connetics Corporation
(incorporated by reference from Exhibit 10.7
to the Quarterly Report on Form 10-Q for the
Period Ended March 31, 1999 as filed May 13,
1999 by Connetics Corporation).
10.15 Amended and Restated Service Agreement,
dated April 7, 1999, between the Registrant
and Connetics Corporation.
10.16 Supply Agreement, dated May 5, 1998, between
Registrant (as successor in interest to
Connetics Corporation by assignment) and
Genentech, Inc. (incorporated by reference
from Exhibit 10.3 to the Quarterly Report on
Form 10-Q for the Period Ended June 30, 1998
as filed August 13, 1998 by Connetics
Corporation).
10.17 Sponsored Research and License Agreement,
dated January 1, 2000, between Registrant
and Panorama Research, Inc.
10.18 License Agreement, dated March 25, 1999,
between Registrant and MCW Research
Foundation, Inc.
10.19 Data Transfer, Clinical Trial, and Market
Supply Agreement, dated January 27, 1999,
between the Registrant and Boehringer
Ingleheim.
23.1 Consent of Ernst & Young LLP, Independent
Auditors.
23.2 Consent of Cooley Godward LLP. Reference is
made to Exhibit 5.1
24.1 Power of Attorney. Reference is made to the
signature page.
27.1 Financial Data Schedule
</TABLE>
3.
<PAGE>
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.
INTERMUNE PHARMACEUTICALS, INC.
----------------------------------------------
(Registrant)
Date: March 6, 2000 By: /s/ Timothy P. Lynch
-------------------------------------------
TIMOTHY P. LYNCH
CHIEF FINANCIAL OFFICER AND VICE
PRESIDENT OF BUSINESS DEVELOPMENT
4.
