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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
INSITE VISION INCORPORATED
(Exact name of registrant as specified in its charter)
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<S> <C>
Delaware 94-3015807
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
965 Atlantic Avenue
Alameda, CA 94501
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check to following
box. [X] box. [ ]
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SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES:
_________________________________________________ (If applicable)
SECURITIES TO BE 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
Common Stock, par value $0.01 per share American Stock Exchange
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NOT APPLICABLE
(Title of class)
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ITEM 1. Description of Registrant's Securities to be Registered.
The Company has 35,000,000 shares of authorized capital stock, of which
30,000,000 shares have been designated as Common Stock, $0.01 par value,
and 5,000,000 shares have been designated as Preferred Stock, $0.01 par
value. Of this number of shares of Preferred Stock, 7,070 shares have
been designated as Series A Convertible Preferred Stock ("Series A
Preferred Stock"). As of April 10, 1998, the Company had 14,411,402
shares of Common Stock outstanding, as well as 4,357 shares of Series A
Preferred Stock and a warrant to purchase an additional 70 shares of
Series A Preferred Stock.
Holders of shares of Common Stock are entitled to one vote per share on
all matters to be voted on by stockholders. A plurality of votes is
sufficient for the election of directors at a meeting of the
stockholders. Regarding other matters, unless otherwise provided by law
or by the Company's Certificate of Incorporation or Bylaws, proposals
are passed by the affirmative vote of a majority of the shares present
or represented at a meeting and entitled to vote. Holders of Common
Stock are entitled to receive ratably such dividends as may be declared
by the Board of Directors in its discretion from funds legally available
therefor. In the event of a liquidation, dissolution or winding up of
the Company, holders of Common Stock are entitled to share ratably in
all assets remaining after payment of liabilities, and after payment of
the liquidation preference of the Series A Preferred Stock as described
below. Holders of Common Stock have no preemptive rights, no rights to
convert their Common Stock into any other securities, and their stock is
not redeemable. The outstanding shares of Common Stock are fully paid
and nonassessable.
The rights evidenced by, and amounts payable with respect to, the Common
Stock are limited by certain rights afforded to the Series A Preferred
Stock. Holders of Series A Preferred Stock are entitled to a liquidation
preference, pursuant to which they receive, prior to any payment to the
holders of Common Stock, their purchase price ($1,000 per share) plus
any accrued premium thereon (6% of the purchase price multiplied by the
number of years since September 12, 1997 at the time of liquidation) in
the event of a liquidation, which includes a sale of substantially all
of the Company's assets, but not a merger or reorganization. The Series
A Preferred Stock is entitled to vote as a class on certain matters
under Delaware law which may limit the ability of the holders of the
Common Stock or the Company to authorize or issue additional shares of
capital stock or other securities or redeem or declare or pay cash
dividends or distributions on the Common Stock or other securities.
As of April 10, 1998, the Company had outstanding warrants to purchase
an aggregate of 367,308 shares of the Company's Common Stock (the
"Warrants").
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The shares of Common Stock issuable upon exercise of such Warrants were
registered on a Registration Statement on Form S-3 declared effective
April 16, 1996. The Warrants are exercisable at any time beginning from
the date of issuance until the fifth anniversary of the date of
issuance, which is January 24, 2001. The Warrants are exercisable at a
price of $3.25 per share of Common Stock. The exercise price of the
Warrants is subject to proportional adjustment in the event that the
Company undertakes a stock split, stock dividend, or recapitalization.
The Company's Common Stock trades on the American Stock Exchange under
the symbol ISV.
Registration Rights of the Common Stock:
Purchasers of the Company's Common Stock pursuant to a private placement
offering on January 24, 1996 received the right to have their shares
registered by the Company on a Registration Statement on Form S-3 and to
have the S-3 remain effective until such shares have been sold. The
Company filed a Registration Statement on Form S-3 on April 1, 1996 for
such shares, which was declared effective on April 16, 1996, and will
keep it or a successor Registration Statement effective until the shares
registered have been sold.
Transfer Agent and Registrar:
The transfer agent and registrar for the Company's Common Stock is Chase
Mellon Shareholder Services, L.L.C., San Francisco, California.
ITEM 2. Exhibits.
Not Applicable.
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SIGNATURE
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, thereto duly authorized.
INSITE VISION INCORPORATED
Date: June 8, 1998 By: /s/ Michael D. Baer
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Michael D. Baer, Chief Financial Officer
