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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10/A
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
GENOME THERAPEUTICS CORP.
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(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2297484
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
100 BEAVER STREET, WALTHAM, MASSACHUSETTS 02154
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(Address of principal executive offices) (Zip Code)
(617) 893-5007
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Registrant's telephone number:
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SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT:
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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
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SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
COMMON STOCK, $.10 PAR VALUE
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(Title of Class)
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Item 11
DESCRIPTION OF CAPITAL STOCK
The description of the capital stock below is qualified in its
entirety by reference to the Company's Restated Articles of
Organization (the "Articles") and By-Laws (the "By-Laws"), copies
of which are filed as exhibits to this Registration Statement.
AUTHORIZED CAPITAL STOCK
The Company is authorized to issue up to 34,375,000 shares of common
stock, $0.10 par value (the "Common Stock") and 625,000 shares of
Series B Restricted Common Stock, $.10 par value (the "Series B Stock").
Except as described below, the rights, privileges, preferences and
restrictions of the Common Stock and Series B Stock is identical in
all respects.
COMMON STOCK
Holders of Common Stock are entitled to one vote for each share held on
all matters submitted to a vote of stockholders and do not have
cumulative voting rights. Holders of a majority of the voting power of
Common Stock entitled to vote in any election of directors may elect
all of the directors standing for election. Holders of Common Stock
are entitled to receive ratably (based on the number of shares of
Common Stock that they hold) such dividends, if any, as may be declared
by the Board of Directors out of funds legally available therefor.
Subject to the rights of the holders of any outstanding Series B Stock,
upon the liquidation, dissolution or winding up of the Company, the
holders of Common Stock are entitled to receive ratably the net assets
of the Company available after the payment of all debts and other
liabilities. Holders of Common Stock have no preemptive,
subscription, conversion, or redemption rights.
SERIES B STOCK
Except as otherwise required by law, holders of Series B Stock are not
entitled to vote on matters submitted to vote of the stockholders. No
dividends may be declared or paid with respect to any share of Series B
Stock. Upon liquidation, dissolution or winding up of the Company, the
holders of Common Stock, shall be entitled to receive, prior to and in
preference to any distribution of the Company's assets to the holders
of Series B Stock, the greater of (i) $5.00 for each share Common Stock
then held by them; or (ii) an amount for each share of Common Stock
then held by them equal to ten times the amount which, after such
distribution, would remain available for distribution to the holders of
Series B Stock for each share of Series B Stock then held by them. If
the assets available for distribution in a liquidation, dissolution or
winding up of the Company are insufficient to permit the payment to the
holders of Common Stock the foregoing preferential amount, then the
entire amount of assets available for distribution to the holders of
the Common Stock are to be distributed ratably among the holders of the
Common Stock.
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ITEM 15. EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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3.1 - Restated Articles of Organization. (1)
3.2 - Amendment dated January 5, 1982 to Restated Articles of Organization. (2)
3.3 - Amendment dated January 24, 1983 to Restated Articles of Organization. (3)
3.4 - Amendment dated January 17, 1984 to Restated Articles of Organization. (4)
3.5 - Amendment dated December 9, 1987 to Restated Articles of Organization. (5)
3.6 - Amendment dated January 24, 1994 to Restated Articles of Organization. (6)
3.7 - Amendment dated August 31, 1994 to Restated Articles of Organization. (6)
3.8 - By-Laws of the Company. (1)
3.9 - Amendment dated October 20, 1987 to the By-Laws. (7)
3.10 - Amendment dated October 16, 1989 to the By-Laws. (8)
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<FN>
(1) Filed as an exhibit to the Company's Registration Statement on Form S-1 (No. 2-75230) and
incorporated herein by reference.
(2) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended
February 27, 1982 and incorporated herein by reference.
(3) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended
February 26, 1983 and incorporated herein by reference.
(4) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended
February 25, 1984 and incorporated herein by reference.
(5) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended
November 28, 1987 and incorporated herein by reference.
(6) Filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1994 and incorporated herein by reference.
(7) Filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1987 and incorporated herein by reference.
(8) Filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1989 and incorporated herein by reference.
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SIGNATURES
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.
GENOME THERAPEUTICS CORP.
By: /s/ Fenel M. Eloi
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Fenel M. Eloi
Vice President and
Chief Financial Officer
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