<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
ALKERMES, INC.
(Exact Name of Registrant as Specified in Its Charter)
PENNSYLVANIA
(State of Incorporation)
23-2472830
(I.R.S. Employer Identification No.)
64 SIDNEY STREET
CAMBRIDGE, MA 02139
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A(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
Instruction A(c)(2) please check the following box. ___
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock par value $.01 per share
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The majority of the Registrant's authorized capital stock consists of
Common Stock, par value $.01 per share. The holders of Common Stock are entitled
to one vote for each share held of record on all matters submitted to a vote of
shareholders. Subject to preferences applicable to any series or class of
capital stock with superior dividend rights that may be outstanding, 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. The Company
has paid no cash dividends on any of its capital stock and does not anticipate
paying cash dividends in the foreseeable future.
In the event of 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 series or
class of capital stock with superior liquidation rights that may be outstanding.
The outstanding shares of Common Stock are, and the Common Stock to be
outstanding upon completion of the Offering will be, fully paid and
nonassessable. No pre-emptive rights, conversion rights, redemption rights or
sinking fund provisions are applicable to the Common Stock.
The Pennsylvania Business Corporation Law of 1988, as amended (the "1988
BCL") includes certain shareholder protection provisions, which apply to the
Registrant. The following is a description of those provisions of the 1988 BCL
that apply to the Registrant and that may have an anti-takeover effect. This
description of the 1988 BCL is only a summary thereof, does not purport to be
complete and is qualified in its entirety by reference to the full text of the
1988 BCL.
(i) Upon a control-share acquisition (acquiring person acquires or
proposes to acquire 20%, 33 1/3% or 50% or more of the voting power of the
Common Stock of the Registrant) the 1988 BCL operates to suspend the voting
rights of the control shares (the newly acquired shares upon such an
acquisition, plus any shares acquired within 180 days of exceeding a
threshold) of an acquiring person upon a control share acquisition. The
acquiring person can regain his right to vote such control shares upon the
approval of a majority of the outstanding disinterested shares and a
majority of all Common Stock.
(ii) The disgorgement provisions require a controlling person (a
person who acquired, offered to acquire or publicly disclosed the intention
of acquiring at least 20% of the voting power of the Registrant) to
disgorge "greenmail" profits, or profits realized from the disposition of
the Registrant's securities within 18 months after becoming a controlling
person and the security was acquired by the controlling person within 24
months before or 18 months after becoming a controlling person.
(iii) The Control Transaction provisions allow holders of voting
shares of a corporation to "put" their stock to an acquiror for fair value
in the event of a control transaction (the acquisition of 20% of voting
power over the Common Stock of the Registrant). Fair value is defined as
not less than the highest price paid by the acquiror during a certain 90
day period.
(iv) An interested shareholder (the beneficial owner of 20% of the
voting stock either of a corporation or of an affiliate of the corporation
who was at any time within the five-year period immediately prior to the
date in question the beneficial owner of 20% of the voting stock of the
corporation) cannot engage in a business combination with the corporation
for a period of five years unless: (a) the board approves the business
combination prior to the Interested Shareholder becoming such or the
acquisition of shares in advance, or (b) if the interested shareholder owns
80% of such stock, the business combination is approved by a majority of
the disinterested shareholders and the transaction satisfies certain "fair
price" provisions. After the five-year period, the same restrictions apply,
unless the transaction either is approved (a) by a majority of the
disinterested shareholders and satisfies the fair price provisions or (b)
by all shareholders.
<PAGE> 3
(v) Corporations may adopt shareholders' rights plans with
discriminatory provisions (sometimes referred to as poison pills) whereby
options to acquire shares or corporate assets are created and issued which
contain terms that limit persons owning or offering to acquire a specified
percentage of outstanding shares from exercising, converting, transferring
or receiving options and allows the exercise of options to be limited to
shareholders or triggered based upon control transactions. Such poison
pills take effect only in the event of a control transaction. Pursuant to
the 1988 BCL, such poison pills may be adopted by the Board without
shareholder approval.
(vi) Shareholders of a corporation do not have a statutory right to
call special meetings of shareholders or to propose amendments to the
articles under the provisions of the 1988 BCL.
(vii) In discharging the duties of their respective positions, the
board of directors, committees of the board and individual directors may,
in considering the best interests of the corporation, consider to the
extent they deem appropriate, (i) the effects of any action upon
shareholders, employees, suppliers, customers and creditors of the
corporation are located, (ii) the short-term and long-term interests of the
corporation, including benefits that may accrue to the corporation from its
long-term plans and the possibility that these interests may be best served
by the continued independence of the corporation, (iii) the resources,
intent and conduct (past, stated and potential) of any person seeking to
acquire control of the corporation, (iv) and all other pertinent factors.
Further, the board of directors, committees of the board and individual
directors are not required, in considering the best interests of the
corporation or the effects of any action, to regard any corporate interest
or the interests of any particular group affected by such action as a
dominant or controlling interest or factor. The consideration of the
foregoing factors shall not constitute a violation of the applicable
standard of care.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
ALKERMES, INC.
/s/ MICHAEL J. LANDINE
By: ................................
MICHAEL J. LANDINE
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
Dated: January 17, 1997
