<PAGE> 1
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
Chrysalis International Corporation
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-2877973
- --------------------------------------- -------------------
(State of incorporation or organization) (IRS Employer
Identification No.)
575 Route 28, Raritan, New Jersey 08869
- ---------------------------------------- ---------------------------
(Address of principal executive offices) Zip Code)
<TABLE>
<S> <C>
If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section class of securities pursuant to Section
12(b) of the Exchange Act and is effective 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(c), pursuant to General Instruction A.(d),
please check the following box. [ ] please check the following box. [X]
</TABLE>
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:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
-- --
- ------------------------------------- -------------------------------------
-- --
- ------------------------------------- -------------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Preferred Shares
- --------------------------------------------------------------------------------
Title of class
- --------------------------------------------------------------------------------
Title of class
1
<PAGE> 2
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
-------------------------------------------
On November 13, 1998, the Directors of Chrysalis International
Corporation (the "Company") approved Amendment No. 1 (the "Amendment"), dated as
of November 18, 1998, to the Rights Agreement, dated as of July 1, 1998 (the
"Rights Agreement"), between the Company and American Stock Transfer & Trust
Company (the "Rights Agent"). The Amendment made the provisions of the Rights
Agreement inapplicable to the execution of the Agreement and Plan of Merger (the
"Merger Agreement"), dated as of November 18, 1998, among the Company, Phoenix
International Life Sciences Inc., a corporation constituted under the laws of
Canada ("Phoenix"), and Phoenix Merger Sub Corp., a Delaware corporation and a
wholly owned subsidiary of Phoenix and the consummation of the Merger (as
defined in the Merger Agreement) and the other transactions contemplated by the
Merger Agreement, in each case in accordance with the terms of the Merger
Agreement.
The foregoing description of the Amendment is qualified in its entirety
by reference to the full text of the Amendment, which is attached as an exhibit
hereto and incorporated herein by reference. Copies of the Rights Agreement are
available free of charge from the Company.
ITEM 2. EXHIBITS.
----------
Exhibit
Number Exhibit
------ -------
4.1 Amendment No. 1, dated as of November 18,
1998, to the Rights Agreement, dated as of
July 1, 1998, between the Company and
American Stock Transfer & Trust Company
(incorporated herein by reference to Exhibit
4.1 to the Company's Current Report on Form
8-K, filed November 25, 1998).
2
<PAGE> 3
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.
CHRYSALIS INTERNATIONAL CORPORATION
By: /s/ John G. Cooper
-------------------------------
Name: John G. Cooper
Title: Senior Vice President, Chief Financial
Officer, Treasurer and Secretary
Dated: November 25, 1998
3
<PAGE> 4
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
------ -------
4.1 Amendment No. 1, dated as of November 18, 1998, to the
Rights Agreement, dated as of July 1, 1998, between the
Company and American Stock Transfer & Trust Company
(incorporated herein by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K, filed November 25,
1998).
4
