SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
Form 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Alexion Pharmaceuticals, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 13-3648318
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(State of incorporation or organization) (IRS Employer Identification No.)
25 Science Park, New Haven, Connecticut 06511
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(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
to be so registered on which each class is
to be registered
None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Junior Participating Cumulative Preferred
Stock, $1.00 par value per share, of the Registrant
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On February 14, 1997 the Board of Directors of the Registrant
declared a dividend of one preferred stock purchase right (a "Right") for each
outstanding share of Common Stock, par value $.0001 per share (the "Common
Stock") of the Registrant. The Rights were issued to the stockholders of record
on March 6, 1997 and will expire in ten years, subject to earlier redemption.
Under certain circumstances, each Right entitles the registered holder to
purchase from the Registrant one one-hundredth of a share of Junior
Participating Cumulative Preferred Stock, par value $1.00 per share ("Preferred
Stock"), of the Registrant or, in certain circumstances, either Common Stock or
common stock of an acquiring company at one-half the market price of such Common
Stock or common stock, as the case may be. The Rights were designed to make it
more likely that all the Registrant's stockholders receive fair and equal
treatment in the event of any proposed takeover of the Registrant and to guard
against the use of partial tender offers or other coercive tactics to gain
control of the Registrant. The description and terms of the Rights are set forth
in a Rights Agreement (the "Rights Agreement") between the Registrant and
Continental Stock Transfer & Trust Company, as Rights Agent (the "Rights
Agent").
Exercise Price
On September 18, 2000, the Board of Directors of Registrant amended
the purchase price under Registrant's Shareholder Rights Plan. Such purchase
price, for each one one-hundredth of a share of Preferred Stock to be issued
upon the exercise of each Right under the Rights Agreement was increased from
$75.00 to $725.00.
Except for the increase in the purchase price, the terms and conditions of the
Rights remain unchanged from the description contained in the Form 8-A filed on
February 21, 1997.
A copy of Amendment No. 1 to the Rights Agreement is attached hereto
as Exhibit 10.1 and is incorporated herein by reference. The foregoing
description of the amendment to the Rights is qualified in its entirety by
reference to such Exhibit.
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ITEM 2. EXHIBITS
1. Amendment No. 1 to Rights Agreement, dated as of September 18, 2000,
between the Registrant and Continental Stock Transfer and Trust Company.
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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.
ALEXION PHARMACEUTICALS, INC.
(Registrant)
By /s/ Leonard Bell
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Leonard Bell
President
DATE: October 6, 2000
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EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
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10.1 Amendment No. 1 to Rights Agreement,
dated as of September 18, 2000,
between the Registrant and
Continental Stock Transfer and Trust
Company.
