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
CADUS PHARMACEUTICAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3660391
(State of Incorporation) (I.R.S. Employer Identification No.)
777 Old Saw Mill River Road 10591-6705
Tarrytown, New York (Zip Code)
(Address of principal executive offices)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(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
Instruction 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 so registered each class is to be registered
Not Applicable Not Applicable
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
Registrant's Preliminary Prospectus relating to the proposed offering of
its Common Stock, dated June 14, 1996 (as amended from time to time, the
"Prospectus"), forming a part of Registrant's Registration Statement on Form S-1
under the Securities Act of 1933 (as amended from time to time, the "Form S-1
Registration Statement"), is incorporated herein by reference. Reference is made
specifically to the sections in the Prospectus captioned "Description of Capital
Stock" and "Dividend Policy".
Item 2. EXHIBITS
The following exhibits are filed with this Registration Statement:
1.1 Specimen Stock Certificate.
2.1 Certificate of Incorporation of Cadus Pharmaceutical Corporation, as
amended, incorporated by reference from Exhibit 3.1 to the Form S-1
Registration Statement.
2.2 Proposed Certificate of Amendment of Certificate of Incorporation of
Cadus Pharmaceutical Corporation to be filed and become effective
immediately prior to the consummation of the public offering of
Registrant's Common Stock contemplated by the Form S-1 Registration
Statement, incorporated by reference from Exhibit 3.2 to the Form S-1
Registration Statement.
2.3 Proposed Restated Certificate of Incorporation of Cadus Pharmaceutical
Corporation to be filed and become effective upon the consummation of
the public offering of Registrant's Common Stock contemplated by the
Form S-1 Registration Statement, incorporated by reference from
Exhibit 3.3 to the Form S-1 Registration Statement.
2.4 Bylaws of Cadus Pharmaceutical Corporation, as amended, incorporated
by reference to Exhibit 3.4 to the Form S-1 Registration Statement.
2.5 Preferred Stock Purchase Agreement dated as of July 30, 1993 between
Cadus Pharmaceutical Corporation and the purchasers of Series A
Preferred Stock (exhibits have been omitted and Cadus Pharmaceutical
Corporation agrees to furnish copies thereof to the Securities and
Exchange Commission upon its request), together with the First and
Second Amendments thereto dated as of July 26, 1994 and October 31,
1995, respectively, incorporated herein by reference to Exhibit 10.7
to the Form S-1 Registration Statement.
2.6 Preferred Stock Purchase Agreement dated as of July 26, 1994 between
Cadus Pharmaceutical Corporation and Bristol-Myers Squibb Company
("Bristol-Myers") concerning Series B Preferred Stock (exhibits have
been omitted and Cadus Pharmaceutical Corporation agrees to furnish
copies thereof to the Securities and Exchange Commission upon its
request), together with the First Amendment thereto dated as of
October 31, 1995, incorporated herein by reference to Exhibit 10.8 to
the Form S-1 Registration Statement.
2
<PAGE>
2.7+ Preferred Stock Purchase Agreement dated as of November 1, 1995
between Cadus Pharmaceutical Corporation and Physica B.V. concerning
Series B Preferred Stock (exhibits have been omitted and Cadus
Pharmaceutical Corporation agrees to furnish copies thereof to the
Securities and Exchange Commission upon its request), incorporated
herein by reference to Exhibit 10.9 to the Form S-1 Registration
Statement.
- - --------
+ The Registrant has requested confidential treatment of certain portions of
these agreements.
3
<PAGE>
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.
CADUS PHARMACEUTICAL CORPORATION
Date: June 17, 1996
By: /s/ Jeremy M. Levin
-------------------------------
Jeremy M. Levin, President
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER EXHIBIT NUMBERED PAGE
- - ------- ------- -------------
<S> <C> <C>
</TABLE>
1.1 Specimen Stock Certificate.
2.1 Certificate of Incorporation of Cadus Pharmaceutical Corporation, as
amended, incorporated by reference from Exhibit 3.1 to the Form S-1
Registration Statement.
2.2 Proposed Certificate of Amendment of Certificate of Incorporation of
Cadus Pharmaceutical Corporation to be filed and become effective
immediately prior to the consummation of the public offering of
Registrant's Common Stock contemplated by the Form S-1 Registration
Statement, incorporated by reference from Exhibit 3.2 to the Form S-1
Registration Statement.
2.3 Proposed Restated Certificate of Incorporation of Cadus Pharmaceutical
Corporation to be filed and become effective upon the consummation of
the public offering of Registrant's Common Stock contemplated by the
Form S-1 Registration Statement, incorporated by reference from Exhibit
3.3 to the Form S-1 Registration Statement.
2.4 Bylaws of Cadus Pharmaceutical Corporation, as amended, incorporated by
reference to Exhibit 3.4 to the Form S-1 Registration Statement.
2.5 Preferred Stock Purchase Agreement dated as of July 30, 1993 between
Cadus Pharmaceutical Corporation and the purchasers of Series A
Preferred Stock (exhibits have been omitted and Cadus Pharmaceutical
Corporation agrees to furnish copies thereof to the Commission upon its
request), together with the First and Second Amendments thereto dated as
of July 26, 1994 and October 31, 1995, respectively, incorporated herein
by reference to Exhibit 10.7 to the Form S-1 Registration Statement.
2.6 Preferred Stock Purchase Agreement dated as of July 26, 1994 between
Cadus Pharmaceutical Corporation and Bristol-Myers Squibb Company
("Bristol-Myers") concerning Series B Preferred Stock (exhibits have
been omitted and Cadus Pharmaceutical Corporation agrees to furnish
copies thereof to the Securities and Exchange Commission upon its
request), together with the First Amendment thereto dated as of October
5
<PAGE>
31, 1995, respectively, incorporated herein by reference to Exhibit 10.8
to the Form S-1 Registration Statement.
2.7+ Preferred Stock Purchase Agreement dated as of November 1, 1995 between
Cadus Pharmaceutical Corporation and Physica B.V. concerning Series B
Preferred Stock (exhibits have been omitted and Cadus Pharmaceutical
Corporation agrees to furnish copies thereof to the Securities and
Exchange Commission upon its request), incorporated herein by reference
to Exhibit 10.9 to the Form S-1 Registration Statement.
- - --------
+ The Registrant has requested confidential treatment of certain portions of
these agreements.
6
<PAGE>
Number CAD [CADUS LOGO] ______ Shares
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFICATE IS TRANSFERABLE IN DALLAS, TEXAS AND NEW YORK, NEW YORK
SEE REVERSE FOR
CERTAIN DEFINITIONS
CUSIP 127639 10 2
THIS IS TO CERTIFY THAT
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF
PAR VALUE $.01 PER SHARE
of CADUS PHARMACEUTICAL CORPORATION (herein called the "Corporation"),
transferable only on the books of the Corporation by the holder hereof in
person, or by duly authorized attorney, upon the surrender of this certificate
properly endorsed or assigned for transfer. This Certificate is not valid until
countersigned and registered by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated
/s/ JAMES S. RIELLY /s/ JEREMY LEVIN
--------------- ---------------
Secretary President & CEO
Countersigned and Registered:
THE HERMAN GROUP, INC.
(Dallas, TX)
Transfer Agent and Registrar
By:
Authorized Signature
[CADUS CORPORATE SEAL]
<PAGE>
CADUS PHARMACEUTICAL CORPORATION
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 trasfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated -------------------------
NOTICE
THE SIGNATURE TO THIS X
ASSIGNMENT MUST CORRESPOND -------------------------------------
WITH THE NAME AS WRITTEN (SIGNATURE)
UPON THE FACE OF THE
CERTIFICATE IN EVERY X
PARTICULAR, WITHOUT -------------------------------------
ALTERATION OR ENLARGEMENT (SIGNATURE)
OR ANY CHANGE WHATEVER.
The signatures should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership
in an approved signature guaranteed medallion program) pursuant to S.E.C. Rule
17Ad-15.
- - --------------------------------------------------------------------------------
SIGNATURE(S) GUARANTEED BY:
- - --------------------------------------------------------------------------------
