SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AQUILA BIOPHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 04-3307818
(State of Incorporation or Organization) (IRS Employer
Identification No.)
175 Crossing Boulevard, Framingham, MA 01702
(Address of Principal Executive Offices) (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), check the following box
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), check the following box
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights
(Title of Class)
Item 1. Description of Securities to be Registered.
On September 18, 1998, the Company's Board of Directors voted to
amend the Shareholder Rights Agreement by deleting the provisions relating to
"Continuing Directors."
Item 2. Exhibits.
Exhibit 1. Amendment to Shareholder Rights Agreement, dated September
18, 1998, between Aquila Biopharmaceuticals, Inc. and American Stock Transfer
and Trust Company, as Rights Agent.
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.
Dated: September 23, 1998 AQUILA BIOPHARMACEUTICALS, INC.
/s/ Alison Taunton-Rigby
By:_________________________________
Alison Taunton-Rigby,
Chief Executive Officer
AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT
This Amendment, dated the 18th day of September, 1998, is between
Aquila Biopharmaceuticals, Inc., a Delaware corporation (the "Company") and
American Stock Transfer & Trust Company, a trust company organized under the
laws of the State of New York (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into a
Shareholder Rights Agreement dated May 26, 1998 (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants provided
herein and in the Agreement, the parties hereto agree as follows:
1. To amend Section 1, Paragraph (b) by deleting the following
parenthetical:
"(provided that at the time of such determination of the Board
of Directors there are then in office not less than five Continuing Directors
and such determination is approved by a majority of the Continuing Directors
then in office)."
2. To delete Section 1, Paragraph (h) in its entirety.
3. To delete from Section 11, Paragraph (a)(ii) the reference to
"Continuing Directors" and substitute in place thereof, "Directors".
4. To delete from Section 11, Paragraph (d)(i), in the third
sentence, the following:
"including, if at the time of such determination there is an
Acquiring Person or an Adverse Person, a majority of the Continuing Directors
then in office, or if there are no Continuing Directors, by a nationally
recognized investment firm selected by the Board of Directors,".
5. To delete from Section 11, Paragraph (d)(ii), the following:
"including, if at the time of such determination there is an
Acquiring Person or an Adverse Person, a majority of the Continuing Directors
then in office, or if there are no Continuing Directors, by a nationally
recognized investment firm selected by the Board of Directors,".
6. To delete from Section 11, Paragraph (d)(iii), the following:
"including, if at the time of such determination there is an
Acquiring Person or an Adverse Person, a majority of the Continuing Directors
then in office, or if there are no Continuing Directors, by a nationally
recognized investment firm selected by the Board of Directors,".
7. To delete from the last sentence of Section 23, Paragraph (a):
"there are Continuing Directors then in office and" and
"including at least a majority of the Continuing Directors."
8. To delete from Section 26, clause (iii) the following:
"(which shortening or lengthening shall be effective only if
there are Continuing Directors then in office and shall require the concurrence
of such Continuing Directors if (A) such supplement or amendment occurs at or
after the time a person becomes an Acquiring Person or an Adverse Person, or
(B) such supplement or amendment occurs on or after the date of a change
(resulting from one or more proxy or consent solicitations) in a majority of
the directors then in office at the commencement of such solicitation if any
Person who is a participant in such solicitation has stated (or, if upon the
commencement of such solicitation, a majority of the Board of Directors of the
Company has determined in good faith) that such Person (or any of its Affiliates
or Associates) intends to take, or may consider taking, any action which would
result in such Person becoming an Acquiring Person or an Adverse Person or which
would cause the occurrence of a Triggering Event)".
9. To delete from Section 28, in the two places where such quote
appears therein, the following:
"(with, where specifically provided for herein, the concurrence
of the Continuing Directors)"
and further to delete the following from said Section 28:
"(or, where specifically provided for herein, by the Continuing
Directors)"
and further to delete the following from the last sentence of said Section
28, clause (y):
"or any of the Continuing Directors".
10. To delete from Section 30 the following:
"(including, if at the time of such determination, there is an
Acquiring Person or an Adverse Person, a majority of the Continuing Directors
then in office)".
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
AQUILA BIOPHARMACEUTICALS, INC.
/s/ Alison Taunton-Rigby
By:_________________________________
AMERICAN STOCK TRANSFER & TRUST COMPANY
/s/ Herbert J. Lemmer
By:___________________________
