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
SECURITIES EXCHANGE ACT OF 1934
ENTREMED, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 58-1959440
(State of incorporation or organization) (I.R.S. employee identification no.)
9610 MEDICAL CENTER DRIVE, SUITE 200, ROCKVILLE, MARYLAND 20850
(Address of principal executive offices) (zip code)
Securities to be registered pursuant to Section 12(b)of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be registered
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Securities to be registered pursuant to Section 12(g)of the Act:
COMMON STOCK, $.01 PAR VALUE
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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.
The information called for by this Item 1 is incorporated
herein by reference from the Registrant's Registration
Statement on Form S-1 (File No. 333-3536) originally filed
with the Securities and Exchange Commission on April 12, 1996.
ITEM 2. EXHIBITS
1. Specimen of certificate evidencing Registrant's Common Stock, par value
$.01.
2. (a) Amended and Restated Certificate of Incorporation of the
Registrant.*
(b) Certificate of Amendment to Amended and Restated Certificate of
Incorporation of the Registrant.*
(c) By-Laws of the Registrant.*
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* Filed as an exhibit to the Registrant's Registration Statement on Form
S-1 (File No. 333-3536) originally filed with the Commission on April
12, 1996.
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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.
Date: May 6, 1996 ENTREMED, INC.
By: /S/ John W. Holaday
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John W. Holaday, Ph.D.
Chairman, President and
Chief Executive Officer
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May 13, 1995
VIA FEDERAL EXPRESS
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: ENTREMED, INC.
Ladies and Gentlemen:
EntreMed, Inc. (the "Company") hereby respectfully requests that the
Company's Form 8-A, filed with the Commission today, be declared effective by
the Commission concurrently with the effectiveness of the Company's Registration
Statement on Form S-1, originally filed with the Commission on April 12, 1996
(File No. 333-3536).
Sincerely,
ENTREMED, INC.
By: /S/ JOHN W. HOLADAY
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John W. Holaday, Ph.D.
Chairman, President and
Chief Executive Officer
SPECIMEN STOCK CERTIFICATE
E
COMMON STOCK CERTIFICATE
ENTREMED, INC.
INCORPORATED UNDER THE LAWS SEE REVERSE FOR
OF THE STATE OF DELAWARE CERTAIN DEFINITIONS
CUSIP
THIS CERTIFIES THAT
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IS THE OWNER OF
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FULLY PAID AND NON ASSESSABLE SHARES OF THE COMMON STOCK,
PAR VALUE $.01 PER SHARE OF
ENTREMED, INC.
(hereinafter the "Corporation") transferable on the books of the Corporation by
the holder hereof in person or by his duly authorized attorney, upon surrender
of this certificate properly endorsed.
[GRAPHIC OMITTED]
This certificate is not valid until countersigned by the Transfer Agent.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
[GRAPHIC OMITTED]
SEAL
1991
Dated;
Secretary President
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ENTREMED, INC.
The Corporation will furnish without charge to each stockholder wo so
requests a statement of the designations, powers, preferences and relative
participating, optional or other special rights of each class of stock or series
thereof of the Corporation and the qualifications, limitations or restrictions
of such preferences and/or rights. Such request may be made to the Corporation
or 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
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, the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(please print or typewrite name and address, including zip code, of assignee)
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- -------------------------------------- shares of the capital 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 ___________
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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:
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THE SIGNATURE(S) SHOULD 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 17 Ad-15.
