<PAGE>
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
THE SECURITIES EXCHANGE ACT OF 1934
---------------------------------------
SPIROS DEVELOPMENT CORPORATION II, INC.
DURA PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 33-0774288, 95-3645543
--------------------------- -------------------------------------
(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 file number to which this form
relates: 333-37673/37673-01
------------------
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
------------------- ------------------------------
Not Applicable Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Units consisting of (a) one share of callable common stock,
par value $.001 per share, of Spiros Development
Corporation II, Inc. and (b) one warrant to purchase
one-fourth of one share of common stock, par value $.001
per share, of Dura Pharmaceuticals, Inc.
- --------------------------------------------------------------------------------
(Title of class)
- --------------------------------------------------------------------------------
(Title of class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED.
This registration statement relates to units ("Units") consisting of
(i) one share of callable common stock, par value $.001 per share, of
Spiros Development Corporation II, Inc. ("Spiros Corp. II") and (ii)
one warrant to purchase one-fourth of one share of common stock, par
value $.001 per share, of Dura Pharmaceuticals, Inc. ("Dura"). The
Units are offered pursuant to and are described 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 Corp. II 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. Certificate of Incorporation of Spiros Corp. II, filed as Exhibit
3.1 to the Registration Statement.
2. Form of Amended and Restated Certificate of Incorporation of
Spiros Corp. II to be effective immediately prior to the closing
of the offering of the Units, filed as Exhibit 3.3 to the
Registration Statement.
3. 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.
4. Specimen Unit Certificate.
5. Specimen Stock Certificate for Dura Common Stock.
6. Specimen Stock Certificate for Spiros Corp. II Callable Common
Stock.
7. Specimen Stock Certificate for Spiros Corp. II Special Shares.
8. Purchase Option, included in Exhibit 3.3 filed with the
Registration Statement.
9. Form of Warrant Agreement, including Form of Warrant, filed as
Exhibit 4.2 to the Registration Statement.
2.
<PAGE>
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.
Date: December 11, 1997 SPIROS DEVELOPMENT CORPORATION II, INC.
By: /s/ Mitchell R. Woodbury
-----------------------------------
Mitchell R. Woodbury
Secretary
DURA PHARMACEUTICALS, INC.
By: /s/ Mitchell R. Woodbury
-----------------------------------
Mitchell R. Woodbury
Senior Vice President and General
Counsel
3.
<PAGE>
THE SECURITIES OF SPIROS DEVELOPMENT CORPORATION II, INC. ("SPIROS CORP. II")
ARE SUBJECT TO AN OPTION BY THE HOLDER OF THE SPECIAL COMMMON STOCK OF SPIROS
CORP. II AS DESCRIBED IN ARTICLE V OF THE AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION OF SPIROS CORP. II TO PURCHASE SUCH SECURITIES AT AN AGREED UPON
PRICE EXERCISABLE BY NOTICE AT ANY TIME COMMENCING ON THE CLOSING DATE OF THE
UNIT OFFERING AND ENDING ON THE EARLIER OF (i) DECEMBER 31, 2002, (ii) THE 90TH
DAY AFTER THE DATE SPIROS CORP. II DELIVERS QUARTERLY FINANCIAL STATEMENTS OF
SPIROS CORP. II TO THE HOLDER OF THE SPECIAL COMMON STOCK SHOWING CASH OR CASH
EQUIVALENTS OF LESS THAN $5 MILLION AND (iii) THE DATE OF TERMINATION BY SPIROS
CORP. II. OF THAT CERTAIN TECHNOLOGY LICENSE AGREEMENT, DEVELOPMENT AGREEMENT OR
MANUFACTURING AND MARKETING AGREEMENT DATED ON OR ABOUT _______________, 1997.
COPIES OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SPIROS CORP.
II ARE AVAILABLE AT THE OFFICES OF SPIROS CORP. II, 7475 LUSK BOULEVARD, SAN
DIEGO, CALIFORNIA 92121, AND WILL BE FURNISHED TO ANY STOCKHOLDER OF SPIROS
CORP. II ON REQUEST AND WITHOUT COST.
NUMBER OF UNITS
____________
UNIT NO. ____
UNIT CUSIP
848935 20 1
_________
<PAGE>
UNIT NO. __________ _______________ UNITS
SPIROS DEVELOPMENT CORPORATION II, INC.
DURA PHARMACEUTICALS, INC.
UNIT CERTIFICATE
CUSIP 848935 20 1
Each Unit Consisting of
One Share of Callable Common Stock, par value $0.001 per share,
of Spiros Development Corporation II, Inc. and
One Warrant to Purchase One-Fourth of One Share of Common Stock,
par value $0.001 per share, of Dura Pharmaceuticals, Inc.
THIS IS TO CERTIFY That __________________ or registered assigns, is the
registered holder of the number of Units, offered pursuant to a Registration
Statement on Forms S-1/S-3 (the "Registration Statement") set forth above
("Units"), each of which entitles the holder to one share of callable common
stock (the "Callable Common Stock" or the "Shares"), par value $0.001 per share,
of Spiros Development Corporation II, Inc. ("SDC II") and one warrant (the
"Warrants") to purchase one-fourth of one share of common stock ("Dura Common
Stock"), par value $0.001 per share, of Dura Pharmaceuticals, Inc. ("Dura").
Each Warrant entitles the holder to purchase one-fourth of one share of Dura
Common Stock at an exercise price of $_______ subject to adjustment, at any time
after the securities included in the Units become separately transferable
through December 31, 2002. Capitalized terms not otherwise defined herein shall
have the meanings given to them in the Registration Statement.
The Callable Common Stock and the Warrants may not be traded separately
until December 31, 1999 or such earlier date as the Purchase Option is exercised
or expires unexercised. At any time after the securities are separately
transferable, this Unit Certificate is exchangeable upon the surrender hereof by
the registered holder to the Transfer Agent in exchange for one or more new
Stock Certificates, representing in the aggregate the number of Shares
comprising the Units represented hereby, and one or more new Warrant
Certificates, representing in the aggregate the number of Warrants comprising
the Units represented hereby.
SDC II and Dura, respectively, agree at all times to reserve or hold
available a sufficient number of shares of its Callable Common Stock and
Warrants to cover the number of securities issuable upon the exchange of this
Certificate and the exercise of rights of the underlying securities.
This Unit Certificate entitles the holder hereof, either at law or in
equity, to any rights as a shareholder of SDC II or warrant holder of Dura as
shall pertain to the underlying securities.
<PAGE>
This Unit Certificate is exchangeable at any time upon the surrender hereof
by the registered holder to the Transfer Agent for one or more new Unit
Certificates of like tenor and date representing in the aggregate the right to
the number of Units represented hereby.
SDC II and Dura (the "Companies") may deem and treat the registered holder
of this Unit Certificate at any time as the absolute owner hereof and of the
securities covered hereby for all purposes and shall not be affected by any
notice to the contrary.
The Warrants covered by this Certificate are subject to the terms of the
Warrant Agreement. The Warrant Agreement is available at the executive offices
of Dura. The Warrant Agreement is incorporated herein by reference and made a
part hereof and reference is hereby made thereto for a full description of the
rights, limitations of rights, obligations, duties and immunities hereunder.
This Unit Certificate shall not be valid or obligatory for any purpose
unless countersigned by the Transfer Agent.
IN WITNESS WHEREOF, the Companies have caused this Unit Certificate to be
executed by its duly authorized officers.
<PAGE>
SPIROS DEVELOPMENT CORPORATION II, INC.
By: ___________________________
Name:
Title: President
By: ___________________________
Name:
Title: Secretary
DURA PHARMACEUTICALS, INC.
By: ___________________________
Name:
Title: President
By: ___________________________
Name:
Title: Secretary
Countersigned and Registered:
CHASEMELLON SHAREHOLDER SERVICES L.L.C.
Transfer Agent and Registrar
By: ___________________________
Name:
Title:
<PAGE>
[REVERSE OF UNIT CERTIFICATE]
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
UNIF GIFT MIN ACT - Uniform Gifts to Minors Act
For Value Received ______________ hereby sell, assign and transfer unto:
________________________________________________________________________________
Please insert Social Security or other
Identifying Number of Assignee
________________________________________________________________________________
Name and Address Should Be
Printed or Typewritten
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.
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Units represented by the within Certificate, and do hereby irrevocably
constitute and appoint_______________________
Attorney
to transfer the said Units on the books of the within-named Corporation with
full power of substitution in the premises.
Dated: _________________________ _______________________________
Signature
Signature(s) Guaranteed
By _______________________________________________________________
THE SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE PROGRAM) PURSUANT TO S.E.C. RULE 17Ad-15
<PAGE>
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 ]
---------------- --------------- ---------------
Secretary President
---------------
Transfer Agent
<PAGE>
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.
<PAGE>
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 ___________________________________________
<PAGE>
CALLABLE COMMON STOCK
The securities of Spiros Development Corporation II, Inc., a Delaware company
(the "Company") evidenced hereby are subject to an option of the holder of a
majority of the Special Common Stock of the Company, as described in the Amended
and Restated Certificate of Incorporation of the Company, to purchase such
securities at an agreed upon price, exercisable by notice given at any time
beginning on the closing date of the offering of the Callable Common Stock, par
value $0.001 per share (the "Callable Common Stock"), of Spiros Development
Corporation II, Inc. and the warrants (the "Warrants") to purchase common shares
of Dura Pharmaceuticals, Inc. ("Dura") which comprise the Units, (the "Unit
Offering") and ending on the earlier of (i) December 31, 2002, (ii) the 90th day
after the date the Company provides such holder with quarterly financial
statements of the Company showing cash or cash equivalents of less than
$5,000,000 or (iii) the date of termination by the Company of that certain
Technology License Agreement, Development Agreement or Manufacturing and
Marketing Agreement dated on or about ________________, 1997. Copies of the
Amended and Restated Certificate of Incorporation of the Company are available
at the offices of the Company, 7475 Lusk Boulevard, San Diego, California
92121, Attention: Mitchell R. Woodbury and will be furnished to any shareholder
of the Company on request and without cost.
Until December 31, 1999 or such earlier date as the Purchase Option is
exercised or expires unexercised (the "Separation Date"), the shares of Callable
Common Stock represented by this Certificate may be traded, exchanged, or
otherwise transferred only together with the Warrant issued herewith. The
holder hereof may, but need not, submit this Certificate for the removal of this
legend after the Separation Date.
SPIROS DEVELOPMENT CORPORATION II, INC.
Incorporated Under The Laws of the State of Delaware
CALLABLE COMMON STOCK
FULLY PAID AND NON-ASSESSABLE CALLABLE COMMON STOCK,
PAR VALUE OF $__________ PER SHARE
OF SPIROS DEVELOPMENT CORPORATION II, INC.
CUSIP 848936100
See Reverse For Certain Definitions
<PAGE>
THIS CERTIFIES that
is the owner of Callable Common Stock of
SPIROS DEVELOPMENT CORPORATION II, INC. (the "Company"), transferable on the
books of the Company by the holder hereof, in person or by duly authorized
attorney, upon surrender of this Certificate properly endorsed. This
certificate and the shares represented hereby are subject to the laws of
Delaware, and to the Amended and Restated Certificate of Incorporation of the
Company as now or hereafter amended (copies of which are on file at the offices
of the Company and the Transfer Agent), which are made a part hereof with the
same force and effect as if they were set forth herein, to all of which the
holder, by acceptance hereof, assents. This certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar.
IN WITNESS WHEREOF, the Company has caused the facsimile signatures of
its duly authorized officers and the facsimile of its corporate seal to be
hereunto affixed.
Dated:
Countersigned and Registered:
Transfer Agent and Registrar
By: ____________________
Name:
Title:
Authorized Officer Authorized Officer
<PAGE>
[FORM OF REVERSE OF SPIROS DEVELOPMENT CORPORATION II, INC.'S
CALLABLE COMMON STOCK]
SPIROS DEVELOPMENT CORPORATION II, INC.
The Company will furnish without charge to each shareholder who so
requests a copy of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of shares of the
Company or series thereof, and the qualifications, limitations or restrictions
of such preferences and/or rights.
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
UNIF GIFT MIN ACT...............Custodian..............................
(cust) (Minor)
under Uniform Gifts to Minors Act
....................................................
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received, __________________ hereby sells, assigns and
transfers unto
Please insert Social Security
or other identifying number
of assignee
<PAGE>
Please print or typewrite name and address
including postal zip code of assignee
Shares
represented by the within Certificate, and do hereby irrevocably constitute and
appoint
attorney, to transfer the said same on the books of the within named Company,
with full power of substitution in the premises.
Dated:
Signature
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.
In presence of:
<PAGE>
Important: All signatures must be guaranteed by a firm which is a
financial institution and a member of the Securities
Transfer Agent's medallion Program ("STAMP"), the Stock
Exchange Medallion Program ("SEMP") or the New York
Stock Exchange, Inc. Medallion Signature Program
("MSP").
Signature Guarantee:
Name of Firm
Authorized Signature
Name of Authorized Signatory
(Please print)
Address of Firm
Area Code and Telephone Number of Firm
<PAGE>
SPECIAL COMMON STOCK
The Special Common Stock, par value $1.00 of Spiros Development Corporation
II, Inc., a Delaware company (the "Company"), evidenced hereby entitles the
holders of a majority of the shares of such Special Common Stock to purchase
all, but not less than all, of the outstanding shares of the Company's
Callable Common Stock, par value $0.001 per share (the "Callable Common
Stock") exercisable by notice given at any time beginning on the closing
date of the offering of the Units, each Unit comprised of one share of
Callable Common Stock and one warrant to purchase one-fourth of one share of
the common stock of Dura Pharmaceuticals, Inc. and ending on the earlier of
(i) December 31, 2002, (ii) the 90th day after the date the Company provides
such holder with quarterly financial statements of the Company showing cash
or cash equivalents of less than $5,000,000 or (iii) the date of termination
by the Company of that certain Technology License Agreement, Development
Agreement or Manufacturing and Marketing Agreement dated on or about
________________, 1997, all as described in the Amended and Restated
Certificate of Incorporation of the Company. Copies of the Amended and
Restated Certificate of Incorporation of the Company are available at the
offices of the Company, 7475 Lusk Boulevard, San Diego, California 92121,
Attention: Mitchell R. Woodbury and will be furnished to any stockholder of
the Company on request and without cost.
SPIROS DEVELOPMENT CORPORATION II, INC.
Incorporated Under The Laws of the State of Delaware
SPECIAL COMMON STOCK
FULLY PAID AND NON-ASSESSABLE CALLABLE COMMON STOCK,
PAR VALUE OF $1.00 PER SHARE
OF SPIROS DEVELOPMENT CORPORATION II, INC.
Certificate No. _____
See Reverse For Certain Definitions
<PAGE>
THIS CERTIFIES that
is the owner of Shares of Special Common Stock of
SPIROS DEVELOPMENT CORPORATION II, INC. (the "Company"), transferable on the
books of the Company by the holder hereof, in person or by duly authorized
attorney, upon surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are subject to the laws of
Delaware, and to the Amended and Restated Certificate of Incorporation of the
Company as now or hereafter amended (copies of which are on file at the offices
of the Company and the Transfer Agent), which are made a part hereof with the
same force and effect as if they were set forth herein, to all of which the
holder, by acceptance hereof, assents. This certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar.
IN WITNESS WHEREOF, the Company has caused the facsimile signatures of
its duly authorized officers and the facsimile of its corporate seal to be
hereunto affixed.
Dated:
Countersigned and Registered:
____________________ _____________________
Authorized Officer Authorized Officer
<PAGE>
[REVERSE OF SPIROS DEVELOPMENT CORPORATION II, INC.'S
SPECIAL COMMON STOCK]
SPIROS DEVELOPMENT CORPORATION II, INC.
The securities represented hereby have not been registered under the
Securities Act of 1933, as amended (the "Act"), and may not be offered, sold
or otherwise transferred, pledged or hypothecated in the absence of a
registration statement in effect with respect to such securities, or delivery
of an opinion of counsel in form and substance satisfactory to the issuer of
these securities that such offer, sale or transfer, pledge or hypothecation
is in compliance with the Act.
The Company will furnish without charge to each stockholder who so
requests a copy of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of shares of the
Company or series thereof, and the qualifications, limitations or restrictions
of such preferences and/or rights.
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
UNIF GIFT MIN ACT...............Custodian..............................
(cust) (Minor)
under Uniform Gifts to Minors Act
....................................................
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received, __________________ hereby sells, assigns and transfers
unto ______________________________________________________________________
(Please insert Social Security
or other identifying number of assignee)
______________________________________________________________________
Please print or typewrite name and address
including postal zip code of assignee
<PAGE>
____________________________________________ Shares of Special Common Stock
represented by the within certificate, and do hereby irrevocably constitute and
appoint
__________________________________________________________________
attorney, to transfer the said same on the books of the within named Company,
with full power of substitution in the premises.
Dated: __________________________
_______________________
Signature
_______________________
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.
In presence of: __________________________
<PAGE>
Important: All signatures must be guaranteed by a firm which is a
financial institution and a member of the Securities
Transfer Agent's medallion Program ("STAMP"), the Stock
Exchange Medallion Program ("SEMP") or the New York
Stock Exchange, Inc. Medallion Signature Program
("MSP").
Signature Guarantee: ___________________________________
Name of Firm
___________________________________
Authorized Signature
___________________________________
Name of Authorized Signatory
(Please print)
___________________________________
Address of Firm
___________________________________
Area Code and Telephone Number of Firm
