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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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ENDO PHARMACEUTICALS HOLDINGS INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-4022871
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(State of Incorporation or (I.R.S. Employer
Organization) Identification No.)
223 Wilmington-West Chester Pike
Chadds Ford, Pennsylvania 19317
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section 12(b) securities pursuant to Section 12(g)
of the Exchange Act and is effective of the Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [X] box. [_]
Securities Act registration statement file number to which this form relates:
333-39040
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Stock, par value $.01 per Nasdaq National Market
share
Warrants to purchase shares of Nasdaq National Market
Common Stock
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The securities of Endo Pharmaceuticals Holdings Inc., a Delaware
corporation (the "Registrant"), to be registered pursuant to Section 12(b) of
the Securities Exchange Act of 1934, as amended, are (i) shares of common stock,
par value $.01 per share, of the Registrant (the "Endo Common Stock") and (ii)
warrants to purchase shares of Endo Common Stock (the "Endo Common Stock
Warrants"). A description of the Endo Common Stock and Endo Common Stock
Warrants is set forth under the captions "DESCRIPTION OF ENDO CAPITAL STOCK--
Endo Common Stock" and "DESCRIPTION OF THE ENDO WARRANTS --Warrants Issued to
Current Algos Stockholders in the Merger" in the proxy statement/prospectus
forming a part of the Registration Statement on Form S-4 of the Registrant
(Registration No. 333-39040), filed with the Securities and Exchange Commission
(the "Commission") on June 9, 2000, as amended on June 14, 2000, and as amended
post-effectiveness on July 12, 2000, and as may be further amended (the
"Registration Statement"), which is incorporated herein by reference.
Item 2. Exhibits.
Exhibit No. Description
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1. Form of Amended and Restated Certificate of Incorporation of the
Registrant (incorporated herein by reference to Exhibit 3.1 of
the Registration Statement filed with the Commission on June 9,
2000)
2. Form of Amended and Restated By-Laws of the Registrant
(incorporated herein by reference to Exhibit 3.2 of the
Registration Statement filed with the Commission on June 9, 2000)
3. Form of Amended and Restated Executive Stockholders Agreement
(incorporated herein by reference to Exhibit 4.1 of the
Registration Statement filed with the Commission on June 9, 2000)
4. Form of Amended and Restated Employee Stockholders Agreement
(incorporated herein by reference to Exhibit 4.2 of the
Registration Statement filed with the Commission on June 9, 2000)
5. Form of certificate evidencing Endo Common Stock (incorporated
herein by reference to Exhibit 4.3 of the Registration Statement
filed with the Commission on June 9, 2000)
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6. Form of Registration Rights Agreement (incorporated herein by
reference to Exhibit 4.4 of the Registration Statement filed with
the Commission on June 9, 2000)
7. Form of Endo Warrant Agreement (incorporated herein by reference
to Exhibit 10.1 of the Registration Statement filed with the
Commission on June 9, 2000)
8. Form of Algos Warrant Agreement (incorporated herein by reference
to Exhibit 10.2 of the Registration Statement filed with the
Commission on June 9, 2000)
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SIGNATURE
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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.
ENDO PHARMACEUTICALS HOLDINGS INC.
By: /s/ Carol A. Ammon
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Name: Carol A. Ammon
Title: President & Chief Executive Officer
Date: July 12, 2000
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