SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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
ENZO BIOCHEM, INC.
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(Exact name of small business issuer as specified in its charter)
New York 13-2866202
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(State or other jurisdiction (I.R.S. Employer Identification No.)
or organization)
60 Executive Boulevard, Farmingdale, NY 11735
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(Address of principal executive officers) (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. |X|
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), please check the following box. |_|
Securities Act registration statement file number to which this form relates:
333-84001
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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A Common Stock, $0.01 Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered
Common Stock, $0.01 Par Value
The capital stock of Enzo Biochem, Inc. (the "Company" or
"Registrant") to be registered on the New York Stock Exchange, Inc. (the
"Exchange"), is the Registrant's Common Stock with a par value of $0.01 per
share. Holders of Common Stock are entitled to one vote per share at all
meetings of stockholders. Dividends that may be declared on the Common Stock
will be paid in an equal amount to the holder of each share. No pre-emptive
rights are conferred upon the holders of such stock and there are no liquidation
or conversion rights. Nor are there any redemption or sinking fund provisions
and there is no liability to further calls or to assessments by the Registrant.
Certain provisions of the Company's Certificate of Incorporation
were designed to make the Company a less attractive target for acquisition by an
outsider who does not have the support of the Company's directors. These
provisions:
1. Classify the Board of Directors into three classes, as nearly
equal in number as possible, each of which, after an interim arrangement, will
serve for three years, with one class being elected each year;
2. Provide that directors may be removed only for cause and only
with the approval of the holders of (i) at least 80 percent of the voting power
of all of the then outstanding shares of the Company's capital stock entitled to
vote generally in the election of directors ("Voting Stock"), voting together as
a single class and (ii) a majority of such shares beneficially owned by persons
not affiliated with an Interested Shareholder;
3. Clarifying that any vacancy on the Board may be filled by the
remaining directors then in office, though less than a quorum;
4. Provide that special meetings of shareholders of the Company may
be called only by the Board pursuant to a resolution adopted by a majority of
the entire Board.
5. Provide that certain mergers, other business combinations and
similar transactions involving the Company and any holder of more than nine
percent of the voting power of the outstanding Voting Stock or affiliates of
such shareholder could not be consummated without the approval of the holders of
at least 80 percent of the voting power of all of the then-outstanding shares of
the Voting Stock and a majority of such shares beneficially owned by persons not
affiliated with an interested shareholder
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unless either the transactions were approved by at least a majority of any
members of the Board who were not affiliated with such shareholder and were
directors before such shareholder first acquired its nine percent interest, or
certain form of consideration, minimum price and procedural requirements were
all met (in either of which cases, only the normal shareholder approval
requirements of New York law and the terms of any then outstanding class or
series of Voting Stock, to the extent applicable, would govern the transaction);
and
6. Require an affirmative vote of (i) the holders of at least 80% of
the combined voting power of the Voting Stock, voting together as a single class
and (ii) a majority of such shares beneficially owned by persons not affiliated
with an interested shareholder, to alter amend, or adopt any provision
inconsistent with or repeal the foregoing.
While the foregoing provisions will not necessarily prevent take-over
attempts, they should discourage an attempt to obtain control of the Company in
a transaction not approved by the Company's Board of Directors by making it more
difficult for a third party to obtain control in a short time and impose its
will on the remaining shareholders of the Company.
Item 2. Exhibits
1. All exhibits required by Instruction II to Item 2 will be
supplied to the New York Stock Exchange.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Form 8-A Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
ENZO BIOCHEM, INC.
/s/ Barry Weiner
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Name: Barry Weiner
Title: President
Dated: December 8, 1999
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