<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
SECURITIES EXCHANGE ACT OF 1934
NPS PHARMACEUTICALS, INC.
---------------------------------
(Exact name of registrant as
specified in its charter)
DELAWARE 87-0439579
-----------------------------------------------------------------
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
420 Chipeta Way, Salt Lake City, Utah 84108-1256
--------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act: None
Name of each exchange on
Title of each class to which each class is to be
be so registered registered
---------------------- -------------------------
Not applicable Not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
---------------------------------------
(Title of class)
<PAGE>
Item 1. Description of Registrant's Securities
to be Registered.
--------------------------------------
A description of the Preferred Share Purchase Rights to be registered
hereunder is contained in Item 5 of the Registrant's Form 8-K Current Report
filed with the Securities and Exchange Commission on December 19, 1996 and is
incorporated herein by reference.
Item 2. Exhibits.
--------
Exhibit
Number Description
------- -----------
4.1* Rights Agreement, dated as of December 4, 1996, between
NPS Pharmaceuticals, Inc. and American Stock Transfer &
Trust, Inc., with Exhibit A, Form of Certificate of
Designation of Series A Junior Participating Preferred
Stock; Exhibit B, Form of Right Certificate; and
Exhibit C, Summary of Rights to Purchase Shares of
Preferred Stock.
- -----------------------
* Incorporated by reference to Exhibit 4.1 to Registrant's Form 8-K Current
Report, filed with the Securities and Exchange Commission on December 19, 1996.
2.
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
NPS PHARMACEUTICALS, INC..
(Registrant)
Date: December 30, 1996 By: /S/
---------------------------
James U. Jensen
Vice President
3.
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit Sequentially
No. Description Numbered Page
- ------- ----------- --------------
4.1* Rights Agreement, dated as of December 4, 1996, between NPS
Pharmaceuticals, Inc. and American Stock Transfer & Trust, Inc.,
with Exhibit A, Form of Certificate of Designation of Series A
Junior Participating Preferred Stock; Exhibit B, Form of Right
Certificate; and Exhibit C, Summary of Rights to Purchase Shares
of Preferred Stock.
- -----------------------
* Incorporated by reference to Exhibit 4.1 to Registrant's Form 8-K Current
Report, filed with the Securities and Exchange Commission on December 19, 1996.
