LIPOSOME CO INC
10-C, 1995-08-10
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                        
                                    FORM 10-C
                                        
                 REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                          INTERDEALER QUOTATION SYSTEM
                                        
  FILED PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
                      AND RULE 13A-17 OR 15D-17 THEREUNDER


The Liposome Company, Inc.
                 (Exact name of issuer as specified in charter)

One Research Way, Princeton Forrestal Center, Princeton, NJ 08540
                    (Address of principal Executive offices)

Issuer's telephone number, including area code (609) 452-7060


                    I. CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of 5% or more in the number of shares
outstanding:

1.                                                        Title of Security
Common Stock, par value $.01 per share

2.                                                        Number of shares
outstanding before the change 27,840,606

3.                                                        Number of shares
outstanding after the change 29,340,606

4.                                                        Effective date of
change August 2, 1995

5.                                                        Method of change:
  Specify method (such as merger, acquisition, exchange, distribution, stock
  split, reverse split, acquisition of stock for treasury, etc.) Distribution
  Give brief description of transaction Public shelf offering of Common Stock
  pursuant to
  Registration No. 33-61325


                          II. CHANGE IN NAME OF ISSUER

1.                                                        Name prior to change

2.                                                        Name after change

3.                                                        Effective date of
charter amendment changing name

4.                                                        Date of shareholder
approval of change, if required

Date August 9, 1995          /s/Carol J. Gillespie
                                     (Officer's signature & title)
                              Vice President, General Counsel and Secretary




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