<PAGE>
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
Biomatrix, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3058261
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
65 Railroad Avenue, Ridgefield, New Jersey 07657
(Address of principal executive offices) (Zip Code)
<TABLE>
<S> <C>
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and
is effective pursuant to is effective pursuant to a
General Instruction A.(c), General Instruction A.(d),
please check the following box. please check the following box.
[x] [ ]
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on
To be so registered which each class is to be registered
<S> <C>
Common Stock, $.0001 Par Value New York Stock Exchange
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
<PAGE>
2
Item 1. Description of Registrant's Securities
to be Registered
Common Stock, $.0001 Par Value
The capital stock of Biomatrix, Inc., a Delaware corporation (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 $.0001 per
share ("Common Stock"). The Company's Certificate of Incorporation authorizes
the Company to issue up to 60,000,000 shares of Common Stock. All or any part
of the authorized but unissued shares of Common Stock may be issued without
further approval from the shareholders, except as may be required by law or the
policies of any stock exchange or stock market on which the shares of stock of
the Company may be listed or quoted, for such purposes and on such terms as the
Board of Directors may determine.
Holders of Common Stock are entitled to one vote per share on all matters
submitted to a vote of shareholders of the Company and to ratably receive
dividends, if any, as may be declared from time to time by the Board of
Directors from funds legally available therefor, subject to the payment of any
outstanding preferential dividends declared with respect to any Preferred Stock,
as defined below, that from time to time may be outstanding. Upon liquidation,
dissolution or winding up of the Company, holders of Common Stock are entitled
to share ratably in any assets available for distribution to shareholders after
payment of all obligations of the Company, subject to the rights to receive
preferential distributions of the holders of any Preferred Stock then
outstanding.
All outstanding shares of Common Stock are duly authorized, validly issued,
fully paid and non-assessable. No pre-emptive rights are conferred upon the
holders of Common Stock. The Common Stock is not subject to any redemption or
sinking fund provisions and no liability exists to further calls or to
assessments by the Registrant.
The Company's Board of Directors is divided into three classes of
directors, as nearly equal in number as possible, with each director serving a
three-year term. Each year only one class of directors is subject to a
Shareholder vote.
The Company's Certificate of Incorporation authorizes the issuance of up to
3,000 shares of Preferred Stock, $.01 par value per share ("Preferred Stock").
No shares of Preferred Stock are
<PAGE>
3
outstanding, but the Board of Directors is empowered by the Company's
Certificate of Incorporation to designate and issue from time to time one or
more series of Preferred Stock without shareholder approval. The Board of
Directors has the power to establish the preferences, limitations and optional
or other special rights of each series of Preferred Stock so issued. Because
the Board of Directors has the power to establish the preferences and rights of
each series of Preferred Stock, it may afford the holders of any series of
Preferred Stock preferences and rights, voting or otherwise, senior to the
rights of holders of Common Stock. The Board of Directors, without approval of
the holders of Common Stock, could issue Preferred Stock with voting rights that
could adversely affect the voting power of holders of Common Stock. The
issuance of Preferred Stock could be used to delay or prevent a change in
control of the Company opposed by the Board of Directors. The Company has no
present intention to issue any shares of Preferred Stock.
Under the Company's Certificate of Incorporation, the Board of Directors is
authorized to divide the Preferred Stock into one or more series with such
attributes, powers, designations, preferences and relative, participating,
optional or other special rights, and the qualifications, limitations or
restrictions thereof as provided in the adopting resolution or resolutions
provided in the adoption resolution or resolutions providing for the issue of
such series.
Item 2. Exhibits
None.
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 this 5th day of June
1998.
Biomatrix, Inc.
(Registrant)
By /s/ Rory B. Riggs
Rory B. Riggs
President
