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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
THE SECURITIES EXCHANGE ACT OF 1934
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DURA PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 95-3645543
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(State of incorporation (I.R.S. Employer Identification No.)
or organization)
7475 LUSK BOULEVARD
SAN DIEGO, CA 92121
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective pursuant
pursuant to General Instruction A(c) to General Instruction A(d) please
please check the following box. / / check the following box. x
Securities Act registration statement to which this form relates:
333-37673/37673-01
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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
Securities to be registered pursuant to Section 12(g) of the Act:
Warrants to purchase one-fourth of one share of common stock, par value $.001
per share
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(Title of class)
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This registration statement relates to certain warrants ("Warrants")
of Dura Pharmaceuticals, Inc. ("Dura"). A description of such
Warrants is contained under the heading "Description of the Warrants"
in that certain registration statement on Form S-1/S-3 (Registration
No. 333-37673 and 333-37673-01) filed with the Securities and
Exchange Commission by Spiros Development Corporation II, Inc. and
Dura on October 10, 1997, as amended (the "Registration Statement"),
which Registration Statement is hereby incorporated by reference. In
addition, the form of prospectus filed by the registrant pursuant to
Rule 424(b) promulgated under the Securities Act of 1933, as amended,
shall be deemed to be incorporated by reference into the Registration
Statement.
ITEM 2. EXHIBITS.
1. Form of Warrant Agreement, including Form of Warrant, filed as
Exhibit 4.2 to the Registration Statement.
2. Certificate of Incorporation of Dura, previously filed as, and
hereby incorporated by reference to, Exhibit 3.2 to Dura's Form
10-Q (File No. 000-19809) for the quarterly period ended June
30, 1997, filed on July 15, 1997.
3. Specimen Stock Certificate for Dura Common Stock.
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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.
DURA PHARMACEUTICALS, INC.
Date: December 11, 1997 By: /s/ Mitchell R. Woodbury
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Mitchell R. Woodbury
Senior Vice President
and General Counsel
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FORM OF COMMON STOCK CERTIFICATE
COMMON STOCK
NUMBER SHARES
D DURA PHARMACEUTICALS [LOGO]
Incorporated under the Laws of California
SEE REVERSE FOR CERTAIN DEFINITIONS
AND A STATEMENT AS TO THE RIGHTS,
PREFERENCE, PRIVILEGES AND RESTRICTIONS OF SHARES
CUSIP 26632S 10 9
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARE OF THE COMMON STOCK, WITHOUT PAR VALUE, OF
DURA PHARMACEUTICALS, INC.
transferable on the books of the Corporation by the holder hereof in person
or by duly authorized attorney upon surrender of this certificate properly
endorsed.
This certificate is not valid until countersigned and registered by the
Transfer Agent and Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officer.
NOW INCORPORATED IN THE STATE OF DELAWARE
PAR VALUE $.001
Dated:
[ Corporate Seal ]
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Secretary President
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Transfer Agent
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REVERSE OF STOCK CERTIFICATE
A Statement of the rights, preferences, privileges and restrictions granted
to or imposed upon each class of shares authorized to be issued and upon the
holders thereof may be obtained, upon request and without charge, from the
corporation at its principal executive office or from the Transfer Agent.
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
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
COM PROP - as community property
UNIF GIFT MIN ACT - Uniform Gifts to Minors Act
UNIF TRF MIN ACT - Uniform Transfers to Minors Act
Additional Abbreviations may also be used though not in the above list.
For Value Received, ______________ hereby sell(s), assign(s) and
transfer(s) unto:
________________________________________________________________________________
Please insert Social Security or other
Identifying Number of Assignee
________________________________________________________________________________
Name and Address Should Be
Printed or Typewritten
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
shares of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
____________________
Attorney-in-fact
to transfer the said Stock on the books of the within named Corporation with
full power of substitution in the premises.
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Dated: _____________________ ________________________________________
Signature
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
By ___________________________________________
