As filed with the Securities and Exchange
Commission on April 16, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
VIMRx PHARMACEUTICALS INC.
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(Exact name of registrant as specified in its charter)
Delaware 06-1192468
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
2751 Centerville Road, Wilmington, Delaware 19808
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration If this Form relates to the
of a class of debt securities and is registration of a class of debt
effective upon filing pursuant to General securities and is to become
Instruction A(c)(1) please check the effective simultaneously with the
following box. [_] effectiveness of a concurrent
registration statement under the
Securities Act of 1933 pursuant
to General Instruction A(c)(2)
please check the following box.
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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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Not Applicable Not Applicable
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Subscription Warrants
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(Title of Class)
Page 1 of 3 Pages
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Item 1. Description of Registrant's Securities to be Registered.
Each Common Stock Subscription Warrant (collectively, the
"Warrants") entitles the registered holder to purchase one share of Common Stock
at $1.50 per share at any time through June 20, 2006, the expiration date of the
Warrants. The exercise price of the Warrants and the number and kind of shares
of Common Stock or other securities and property issuable upon exercise of the
Warrants are subject to adjustment in certain circumstances, including a stock
split of, stock dividend on, or a subdivision, combination or capitalization of,
the Common Stock, or the sale of Common Stock at less than the market price of
the Common Stock other than upon exercise of options or warrants outstanding on
or prior to June 21, 1996 (the date the Warrants were issued). Upon notice to
the Warrantholders, the Company has the right to reduce the exercise price or
extend the expiration of the Warrants.
The Warrants are not redeemable.
The Warrants were issued pursuant to a warrant agreement
between VIMRx Pharmaceuticals Inc. (the "Registrant") and American Stock
Transfer & Trust Company, the warrant agent (the "Warrant Agent"), and are
evidenced by warrant certificates in registered form. The Warrants do not confer
upon the holder any voting or other rights of a stockholder of the Company. The
Warrants may be exercised upon surrender of the Warrant certificate evidencing
such Warrants on or prior to the expiration date of such Warrants at the offices
of the Warrant Agent with the form of "Election to Purchase" on the reverse side
of the Warrant certificate completed and executed as indicated, accompanied by
payment of the full exercise price (by certified check payable to the order of
the Warrant Agent) for the number of Warrants being exercised. The Warrants are
not redeemable.
Item 2. Exhibits.
4.4 Copy of Warrant Agreement dated June 17, 1996 between
the Registrant and the Warrant Agent with Form of
Warrant Certificate (1).
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(1) Filed as the same numbered Exhibit to the Registrant's
Registration Statement on Form S-3 (File No. 333-25469) and
incorporated herein by reference thereto.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
VIMRx PHARMACEUTICALS INC.
(Registrant)
By: /s/ Richard L. Dunning
Richard L. Dunning, President and Chief
Executive Officer
Dated: June 18, 1997
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