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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
Insmed Incorporated
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(Exact name of registrant as specified in its charter)
Virginia 54-1972729
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(State of incorporation or organization) (IRS employer
identification no.)
800 East Leigh Street
Richmond, Virginia 23219
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(Address of principal executive offices) (Zip code)
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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None N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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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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A description of the Common Stock of the Registrant is set forth under the
caption "Description of Insmed Incorporated Capital Stock" in the Joint Proxy
Statement/Prospectus contained in the Registration Statement (File No. 333-
30098) on Form S-4, originally filed with the Securities and Exchange Commission
on February 10, 2000, as amended (the "Registration Statement"), and such
Registration Statement is incorporated herein by reference.
Item 2. Exhibits.
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The following exhibits are filed as a part hereof:
1. Articles of Incorporation of the Registrant, as amended, which are
incorporated herein by reference to Exhibit 3.1 to the Registration
Statement.
2. Amended and Restated Bylaws of the Registrant, which are incorporated
herein by reference to Exhibit 3.2 to the Registration Statement.
3. Article VI of the Articles of Incorporation, which is incorporated
herein by reference to Exhibit 4.1 to the Registration Statement.
4. Specimen stock certificate representing common stock, $.01 par value per
share, of the Registrant, which is incorporated herein by reference to
Exhibit 4.2 to the Registration Statement.
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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.
INSMED INCORPORATED
(Registrant)
By: /s/ Geoffrey Allan, Ph.D.
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Geoffrey Allan, Ph.D.
Chairman of the Board,
President and Chief Executive Officer
Dated: May 31, 2000
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EXHIBIT INDEX
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Sequentially
Exhibit No. Description Numbered Pages
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<S> <C> <C>
1 Articles of Incorporation of the Registrant, as
amended, which are incorporated herein by
reference to Exhibit 3.1 to the Registration
Statement.
2 Amended and Restated Bylaws of the Registrant,
which are incorporated herein by reference to
Exhibit 3.2 to the Registration Statement.
3 Article VI of the Articles of Incorporation,
which is incorporated herein by reference to
Exhibit 4.1 to the Registration Statement.
4 Specimen stock certificate representing common
stock, $.01 par value per share, of the
Registrant, which is incorporated herein by
reference to Exhibit 4.2 to the Registration
Statement.
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