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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
ATHEROGENICS, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-2108232
(State of Incorporation) (I.R.S. Employer
Identification No.)
8995 WESTSIDE PARKWAY
ALPHARETTA, GEORGIA 30004
(Address of principal executive offices, including zip code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective 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. [ ] box. [X]
Securities Act registration statement file number to which this form relates:
333-31140
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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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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value per share
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the securities being registered included under the
caption "Description of Capital Stock" in the preliminary prospectus filed with
the Securities and Exchange Commission dated August 4, 2000, included as part of
Amendment No. 4 to the Registration Statement on Form S-1, No. 333-31140, is
incorporated herein by reference. Such description also will be included
under the caption "Description of Capital Stock" in a prospectus to be filed by
the Company pursuant to Rule 424(b) of the Securities Act of 1933, as amended.
The description of the securities set forth in such subsequently filed
prospectus shall be deemed to be incorporated by reference herein.
ITEM 2. EXHIBITS.
The following exhibits are incorporated by reference to a prior filing
as indicated:
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<CAPTION>
Exhibit No. Description
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<S> <C>
1(a) Form of Fourth Amended and Restated Articles of
Incorporation of the Company (incorporated by
reference to Exhibit 3.01 to the Company's
Registration Statement on Form S-1, No. 333-31140).
1(b) Form of Third Amended and Restated Bylaws of the
Company (incorporated by reference to Exhibit 3.02 to
the Company's Registration Statement on Form S-1, No.
333-31140).
2(a) Specimen form of Common Stock Certificate
(incorporated by reference to Exhibit 4.01 to the
Company's Registration Statement on Form S-1, No.
333-31140).
2(b) Amended and Restated Master Rights Agreement dated
October 31, 1995, as amended by First Amendment dated
November 1, 1995; Second Amendment dated July 30,
1996; Third Amendment dated April 13, 1999; Fourth
Amendment dated May 11, 1999; and Fifth Amendment
dated August 30, 1999 (incorporated by reference to
Exhibit 4.02 to the Company's Registration Statement
on Form S-1, No. 333-31140).
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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, thereunto duly authorized.
Dated: August 4, 2000.
ATHEROGENICS, INC.
By: /s/ Mark P. Colonnese
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Mark P. Colonnese
Vice President, Finance and Administration,
Chief Financial Officer and Assistant
Secretary
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