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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
VIRUS RESEARCH INSTITUTE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 22-3098869
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
61 Moulton Drive
Cambridge, Massachusetts 02138
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction 1.(c)(1), please check the
following box / /.
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instructions A.(c)(2), please check the following box / /.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class to be registered
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
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(Title of Class)
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ITEM 1. Description of Registrant's Securities to be Registered.
The description of the Registrant's Common Stock, $.001 par
value, set forth under the caption "Description of Capital
Stock" on Page 47 of Amendment No. 2 to the Registrant's
Registration Statement on Form S-1 (File No. 333-3378) as
filed with the Securities and Exchange Commission under the
Securities Act of 1933, on April 11, 1996 and as amended on
May 14, 1996, is incorporated herein by reference.
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ITEM 2. Exhibits.
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1.1. Specimen of certificate evidencing Registrant's Common Stock,
par value $.001.
99.1 Description of Securities.
2.1. Certificate of Incorporation of the Registrant.*
2.2. 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. 333-3378) originally filed with the Commission
on April 11, 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, thereunto duly authorized.
VIRUS RESEARCH INSTITUTE, INC.
By: /s/ J. Barrie Ward
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J. Barrie Ward, Chairman and
Chief Executive Officer
Date: May 13, 1996
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EXHIBIT INDEX
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Exhibit No. Description
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1.1. Specimen of certificate evidencing Registrant's Common Stock,
par value $.001.
99.1 Description of Securities.
2.1. Certificate of Incorporation of the Registrant.*
2.2. 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. 333-3378) originally filed with the Commission
on April 11, 1996.
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Exhibit 1.1
CERTIFICATE OF STOCK
INCORPORATED UNDER THE LAWS SEE REVERSE FOR
OF THE STATE OF DELAWARE CERTAIN DEFINITIONS
NUMBER SHARES
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VRI [LOGO]
VIRUS RESEARCH
INSTITUTE, INC.
CUSIP 927920 10 4
THIS IS TO CERTIFY THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK
OF THE PAR VALUE OF $.001 PER SHARE OF
- ------------------------VIRUS RESEARCH INSTITUTE, INC.--------------------------
(hereinafter called the "Corporation ")transferable on the books of the
Corporation by said owner in person or by duly authorized attorney, upon
surrender of this certificate properly endorsed. This certificate is not valid
unless countersigned by the Transfer Agent.
Witness, the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
/s/ William A. Packer /s/ J. Barrie Ward
SECRETARY Chairman
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
TRANSFER AGENT
AND REGISTRAR.
BY:
AUTHORIZED SIGNATURE
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The Corporation is authorized to issue more than one class of stock.
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
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 sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_______________________________________
________________________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________ shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint ____________________________________ Attorney
to transfer the said stock or the bonds of the within named Corporation with
full power of substitution in the promises.
Dated ________________________________
____________________________________________________
NOTICE: THE SIGNATURE OF 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.
IMPORTANT: SIGNATURE(S) MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF A
SELECTED NATIONAL STOCK EXCHANGE OR BY A COMMERCIAL BANK OR A TRUST COMPANY.
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DESCRIPTION OF CAPITAL STOCK
Upon the completion of this offering, the authorized capital stock of the
Company will consist of 30,000,000 shares of Common Stock, par value $.001 per
share, and 5,000,000 shares of Preferred Stock, par value $.001 per share.
COMMON STOCK
At May 10, 1996, there were 6,453,506 shares of Common Stock outstanding
(after giving effect to a one-for-three reverse stock split and assuming
conversion of all outstanding Preferred Stock and the Convertible Notes), held
by 41 stockholders of record. Holders of Common Stock are entitled to one vote
for each share held of record on all matters submitted to a vote of the
stockholders. Subject to preferences that may be applicable to any then
outstanding Preferred Stock, holders of Common Stock are entitled to receive
ratably such dividends as may be declared by the Board of Directors out of funds
legally available therefor. In the event of a liquidation, dissolution or
winding up of the Company, holders of Common Stock are entitled to share ratably
in all assets remaining after payment of liabilities and the liquidation
preference of any then outstanding Preferred Stock. Holders of Common Stock have
no preemptive rights and no right to convert their Common Stock into any other
securities. There are no redemption or sinking fund provisions applicable to the
Common Stock. All outstanding shares of Common Stock are, and all shares of
Common Stock to be outstanding upon completion of this offering will be, validly
issued, fully paid and nonassessable. All shares of Common Stock issuable upon
conversion of the outstanding shares of Preferred Stock and upon exercise of
warrants will be, upon such conversion or exercise, validly issued, fully paid
and nonassessable.
PREFERRED STOCK
All outstanding shares of Preferred Stock will automatically convert into
shares of Common Stock upon consummation of this offering on the basis of one
share of Common Stock for each three shares of Preferred Stock. Such shares will
be retired and will not be available for reissuance. See Note G of Notes to
Financial Statements for a description of the currently outstanding Preferred
Stock. Accordingly, following the completion of this offering, no shares of
Preferred Stock will be outstanding and all Preferred Stock warrants will be
converted into warrants to purchase Common Stock.
The Company intends to file an amendment to its Certificate of
Incorporation prior to the consummation of this offering authorizing the
issuance of an additional 5,000,000 shares of Preferred Stock. The Board of
Directors, within the limitations and restrictions contained in the Certificate
of Incorporation and without further action by the Company's stockholders, will
have the authority to issue up to 5,000,000 additional shares of Preferred Stock
in one or more series and to fix the rights, preferences, privileges and
restrictions thereof, including dividend rights, conversion rights, voting
rights, terms of redemption, liquidation preferences and the number of shares
constituting any series or the designation of such series. The issuance of
Preferred Stock could adversely affect the voting power of holders of Common
Stock and could have the effect of delaying, deferring or preventing a change in
control of the Company. The Company has no present plan to issue any shares of
preferred stock.
WARRANTS
At May 10, 1996, the Company had outstanding: (i) warrants to purchase an
aggregate of 33,570 shares of Common Stock at an exercise price of $0.96 per
share, exercisable through February 9, 2004, (ii) warrants to purchase an
aggregate of 66,667 shares of Common Stock at an exercise price of $1.95 per
share, exercisable through December 14, 2005, (iii) warrants to purchase an
aggregate of 16,829 shares of Common Stock at an exercise price of $3.09 per
share and an aggregate of 2,284 shares of Common Stock at an exercise price of
$4.80 per share, all of which will expire upon the closing of this offering if
not exercised prior to such time, and (iv) warrants to purchase an aggregate of
11,000 shares of Common Stock at an exercise price of $9.60 per share (assuming
an initial public offering price of $12 per share), exercisable though April 2,
2001. Certain of these warrants are entitled to the benefit of anti-dilution
protection under certain circumstances.
