UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
IMMTECH INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 39-1523370
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1890 Maple Avenue
Suite 110 60201
Evanston, Illinois (Zip Code)
(Address of principal executive offices)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to
12(b) of the Exchange Act and Section 12(g) of the Exchange
is effective pursuant to Act and is effective pursuant
General Instruction A.(c), to General Instruction A.(c),
please check the following please check the following
box. |X| box. |_|
Securities Act registration statement file number to which this form
relates: 333-64393
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
------------------- ------------------------------
Common Stock, Boston Stock Exchange, Inc.
.01 par value per share
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock,
.01 par value per share
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
The information included under the caption "Description Of Securities" in
the Prospectus dated September 28, 1998, filed in connection with the
Registration Statement on Form SB-2 (333-64393), and amended as Amendment No. 1
to Form SB-2, filed on February 11, 1999, or as further amended, is incorporated
herein by reference. For purposes of such description, any prospectus filed by
the Registrant pursuant to Rule 424(b) under the Securities Act shall be deemed
to be incorporated herein by reference.
Item 2. Exhibits
The securities described herein are to be registered on the Boston Stock
Exchange, Inc., on which no other securities of the Registrant are registered.
Accordingly, the following exhibits, required in accordance with the
Instructions as to exhibits on Form 8-A, have been duly filed with the Boston
Stock Exchange:
1. Specimen of Common Stock Certificate.
2. Certificate of Incorporation of Immtech International, Inc.
("Certificate") is set forth as Exhibit 3.1 to the Registration
Statement and is incorporated herein by reference. Any subsequent
amendment filed which amends the Certificate set forth as Exhibit
3.1 to the Registration Statement is deemed to be incorporated
herein by reference.
3. By-laws of Immtech International, Inc. ("By-laws") are set forth as
Exhibit 3.2 to the Registration Statement and are incorporated
herein by reference. Any subsequent amendment filed which amends the
By-laws set forth as Exhibit 3.2 to the Registration Statement is
deemed to be incorporated herein by reference.
<PAGE>
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.
Dated: March 30, 1999 IMMTECH INTERNATIONAL, INC.
By: /s/ T. Stephen Thompson
-------------------------------------
T. Stephen Thompson
President and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
1. Specimen of Common Stock Certificate.
2. Certificate of Incorporation of Immtech International, Inc.
("Certificate") is set forth as Exhibit 3.1 to the Registration
Statement and is incorporated herein by reference. Any subsequent
amendment filed which amends the Certificate set forth as Exhibit
3.1 to the Registration Statement is deemed to be incorporated
herein by reference.
3. By-laws of Immtech International, Inc. ("By-laws") are set forth as
Exhibit 3.2 to the Registration Statement and are incorporated
herein by reference. Any subsequent amendment filed which amends the
By-laws set forth as Exhibit 3.2 to the Registration Statement is
deemed to be incorporated herein by reference.
================================================================================
NUMBER SHARES
IMMT [LOGO] IMMTECH INTERNATIONAL, INC.
COMMON STOCK, CUSIP 452519 10 1
$.01 PAR VALUE SEE REVERSE FOR
CERTAIN DEFINITIONS
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFIES THAT
is the record holder of
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE, OF
IMMTECH INTERNATIONAL, INC. (the "Corporation"), a Delaware corporation. The
shares represented by this certificate are transferable only on the books of the
Corporation by the holder of record hereof, or by the holder's duly authorized
attorney or legal representative, upon the surrender of this certificate
properly endorsed. The Corporation has more than one class of stock authorized
for issuance. This certificate and the shares represented hereby are issued and
held subject to each of the laws of the State of Delaware, the certificate of
incorporation of the Corporation and the by-laws of the Corporation, as each may
from time to time be amended, modified or supplemented.
This certificate is not valid until countersigned and registered by the
Corporation's Transfer Agent and Registrar.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
executed by the facsimile signatures of its duly authorized officers and has
caused a facsimile of its corporate seal to be hereunto affixed.
Dated: [CORPORATE
SEAL
OMITTED]
/s/ Gary C. Parks /s/ T. Stephen Thompson
Secretary President and Chief Executive Officer
Countersigned and Registered:
HARRIS Trust and Savings BANK
(Chicago)
Transfer Agent and Registrar;
By
Authorized Signature
================================================================================
<PAGE>
IMMTECH INTERNATIONAL, INC.
The corporation will furnish without charge to each stockholder who so
requests, a statement of the powers, designations, preferences and relative,
participating, optional, or other special rights of each class of stock 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 UNIF GIFT MIN ACT - _______ Custodian _______
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors
JT TEN - as joint tenants with right Act......................
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list
For value received, ____________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
____________________________________________
________________________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL
ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
of the Stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint _________________________________________________________
________________________________________________________________________________
Attorney to transfer the said stock on the Books of the within-named Corporation
with full power of substitution in the premises.
Dated _______________________
________________________________________
Signature
________________________________________
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
________________________________________________________________________________
The signature(s) must be guaranteed by an eligible guarantor institution (Banks,
Stockbrokers, Savings and Loan Associations and Credit Unions with membership in
an approved signature guarantee Medallion Program), pursuant to S.E.C. Rule
17Ad-15.
