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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
PHARMAVENE, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 52-1666548
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
1550 East Gude Drive
Rockville, Maryland 20850
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction 1.(c)(1), please check the
following box / /.
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instructions A.(c)(2), please check the following box / /.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class to be registered
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_____________________________ _______________________________
_____________________________ ______________________________
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
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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 Common Stock, $.01 par value, set
forth under the caption "Description of Capital Stock" on Page 56 of
Amendment No. 2 to the Registrant's Registration Statement on Form S-1
(File No. 33-98706) as filed with the Securities and Exchange
Commission under the Securities Act of 1933, on October 27, 1995 and
as amended on March 20, 1996 and July 5, 1996, is incorporated herein
by reference.
ITEM 2. EXHIBITS.
1.1. Specimen of certificate evidencing Registrant's Common Stock, par
value $.01.*
99.1 Description of Securities.
2.1. Certificate of Incorporation of the Registrant.*
2.2. By-laws of the Registrant.*
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*Filed as an exhibit to the Registrant's Registration Statement on
Form S-1 (File No. 33-98706) originally filed with the Commission on October 27,
1995.
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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, thereunto duly authorized.
PHARMAVENE, INC.
By: /s/ James D. Isbister
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James D. Isbister,
Chief Executive Officer
Date: July 5, 1996
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EXHIBIT 99.1
DESCRIPTION OF CAPITAL STOCK
Upon consummation of this offering, the authorized capital stock of
the Company will consist of 25,000,000 shares of Common Stock, par value
$0.01 per share, and 5,000,000 shares of Preferred Stock, par value $0.01 per
share.
COMMON STOCK
Upon consummation of this offering, there will be 8,672,332 shares of
Common Stock outstanding. Holders of Common Stock are entitled to one vote
for each share held of record on all matters submitted to a vote of the
stockholders. Subject to preferences that may be applicable to any then
outstanding Preferred Stock, holders of Common Stock are entitled to receive
ratably such dividends as may be declared by the Board of Directors out
of 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 the liquidation preference of any then outstanding
Preferred Stock. Holders of Common Stock have no preemptive rights and no
right to convert their Common Stock into any other securities.
PREFERRED STOCK
All outstanding shares of Preferred Stock will automatically convert
into shares of Common Stock upon consummation of this offering on the
basis of one share of Common Stock for each four and one-half shares of
Preferred Stock. Such shares will be retired and will not be available for
reissuance. See Notes 5 and 11 of Notes to Financial Statements for a
description of the currently outstanding Preferred Stock and
"Capitalization." Accordingly, following the completion of this offering,
no shares of Preferred Stock will be outstanding and all Preferred Stock
Warrants will be converted into warrants to purchase Common Stock.
The Company's amended Certificate of Incorporation authorizes the
issuance of an additional 5,000,000 shares of preferred stock. The Board
of Directors, within the limitations and restrictions contained in the
Certificate of Incorporation and without further action by the
Company's stockholders, will have the authority to issue up to 5,000,000
additional shares of preferred stock in one or more series and to fix
the rights, preferences, privileges and restrictions thereof, including
dividend rights, conversion rights, voting rights, terms of redemption,
liquidation preferences and the number of shares constituting any series
or the designation of such series. The issuance of preferred stock could
adversely affect the voting power of holders of Common Stock and could
have the effect of delaying, deferring or preventing a change in control of
the Company. The Company has no present plan to issue any shares of
preferred stock.
