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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
BIOPURE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 04-2836871
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(State of incorporation or organization (I.R.S. Employer
Identification No.)
11 Hurley Street
Cambridge, Massachusetts 02141
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(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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Class A Common Stock Nasdaq National Market
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. /X/
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 Act registration statement file number to which this form relates:
333-78829 (if applicable)
Securities to be registered pursuant to section 12(g) of the Act:
None
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(Title of class)
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ITEM 1. Description of Registrant's Securities to Be Registered.
The description of the registrant's Class A Common Stock, par value
$.01 per share, set forth under the heading "Description of Capital Stock" in
the Registration Statement on Form S-1 (Registration No. 333-78829), as amended
(the "Registration Statement"), filed by the registrant with the Securities and
Exchange Commission, is hereby incorporated by reference herein.
ITEM 2. Exhibits.
The following exhibits are filed herewith (or incorporated by
reference as indicated below).
1. Restated Certificate of Incorporation of the registrant (incorporated
by reference to Exhibit 3(i).1 of the Registration Statement).
2. Certificate of Amendment to the Restated Certificate of Incorporation
of the registrant dated May 6, 1999 (incorporated by reference to
Exhibit 3(i).2 of the Registration Statement).
3. By-laws of the registrant (incorporated by reference to Exhibit
3(ii).1 of the Registration Statement).
4. Form of Stock Certificate for Class A Common Stock, par value $.01 per
share.
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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.
Biopure Corporation
By: /s/ Jane Kober
------------------------
Jane Kober
Senior Vice President, General
Counsel and Secretary
Date: July 20, 1999
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INCORPORATED UNDER THE LAWS OF
THE STATE OF DELAWARE
BIOPURE
BIOPURE CORPORATION
CLASS A COMMON STOCK
SEE REVERSE FOR
CERTAIN DEFINITIONS
CUSIP 09065H 10 5
THIS CERTIFIES THAT
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.01 EACH OF THE
CLASS A COMMON STOCK OF
Biopure Corporation transferable upon the books of the Corporation in person or
by attorney upon surrender of this certificate duly endorsed or assigned. This
certificate and the shares represented hereby are subject to the laws of the
State of Delaware and the Restated Certificate of Incorporation and By-laws of
the Corporation as from time to time amended.
This certificate is not valid until countersigned by the Transfer Agent
and registered by the Registrar.
IN WITNESS WHEREOF Biopure Corporation has caused its facsimile corporate
seal and the facsimile signatures of its duly authorized officers to be
hereunto official.
Dated:
S P E C I M E N S P E C I M E N
/s/ Brian A. Lajoie /s/ Carl W. Rausch
VICE PRESIDENT CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
[CORPORATE SEAL BIOPURE CORPORATION]
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
(NEW YORK) TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED SIGNATURE
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BIOPURE CORPORATION
The Corporation is authorized to issue more than one class of stock. A copy
of the full text of the preferences, voting powers, qualifications and special
or relative rights of the shares of each class of stock will be provided to the
holder hereof upon written request and without charge.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ------- Custodian- -------
TEN ENT - as tenants by the entireties Minor
JT TEN - as joint tenants with right of
survivorship and not as tenants under Uniform Gifts to Minors
in common Act -------------------------
State
Additional abbreviations may also be used though not in the above list.
For value received ------------------ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
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- --------------------------------------------------------------------------Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
- ------------------------------------------------------------------------Attorney
to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.
Dated. -----------------------
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NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER
SIGNATURE(S) GUARANTEED: ------------------------------------------------------
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEED
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
