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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 2 TO REGISTRATION STATEMENT
ON 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
TARGETED GENETICS CORPORATION
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(Exact name of Registrant as specified in its charter)
Washington 91-1549568
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
1100 Olive Way, Suite 100
Seattle, Washington 98101
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(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent
the following box. [ ] 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
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Securities to be registered pursuant to Section 12(g) of the Act:
Warrants to purchase shares of Common Stock, par value $.01, of Targeted
Genetics Corporation
Page 1 of 4
Exhibit Index on Page 4
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FORM 8-A/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO REGISTRATION STATEMENT
ON FORM 8-A
TARGETED GENETICS CORPORATION
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
For a description of the Warrants being registered, reference is made to
the section entitled "Warrants" contained in the Prospectus dated July 10, 1995
contained in the Registrant's Registration Statement on Form S-1 (the
"Registration Statement"), File No. 33-91500. A copy of page 48 of the
Prospectus is attached as Exhibit 3.1 to this filing pursuant to Rule 12b-23
under the Securities Exchange Act of 1934, as amended.
ITEM 2. EXHIBITS
The following exhibits are filed as a part of this Registration
Statement:
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<CAPTION>
Exhibit No. Description Sequential
- ----------- ----------- Page No.
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<S> <C> <C>
1.1 Warrant Agreement between the Registrant and First Interstate Bank **
of Washington, N.A., as Warrant Agent (Exhibit 4.4)
1.2 Specimen warrant certificate (Exhibit 4.5) **
1.3 First Amendment to the Warrant Agreement
2.1 Amended and Restated Articles of Incorporation, of the registrant *
(Exhibit 3.1)
2.2 Amended and Restated Bylaws of the registrant (Exhibit 3.2) *
3 Section entitled "Warrants" of the Preliminary Prospectus included ***
in the Registration Statement on Form S-1 (File #33-91500)
originally filed by the Registrant with the Securities and Exchange
Commission on April 24, 1995, as amended
3.1 Section entitled "Warrants" of the Prospectus dated July 10, 1995
included in the Registration Statement on Form S-1 (File #33-91500)
</TABLE>
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* Incorporated by reference to the designated exhibit included with the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1996.
** Incorporated by reference to the designated exhibit included with the
Registrant's Form S-1 Registration Statement (Registration No. 33-91500)
filed on April 24, 1995, as amended.
*** Incorporated by reference to the designated exhibit included with the
Registrant's Amendment No. 1 to Registration Statement on Form 8-A/A
dated July 6, 1995.
Page 2
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
TARGETED GENETICS CORPORATION
/s/ James A. Johnson
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James A. Johnson, Chief Financial Officer
Dated: July 29, 1997
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description Sequential
- ----------- ----------- Page No.
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<S> <C> <C>
1.1 Warrant Agreement between the Registrant and First Interstate Bank **
of Washington, N.A., as Warrant Agent (Exhibit 4.4)
1.2 Specimen warrant certificate (Exhibit 4.5) **
1.3 First Amendment to the Warrant Agreement
2.1 Amended and Restated Articles of Incorporation, of the registrant *
(Exhibit 3.1)
2.2 Amended and Restated Bylaws of the registrant (Exhibit 3.2) *
3 Section entitled "Warrants" of the Preliminary Prospectus included ***
in the Registration Statement on Form S-1 (File #33-91500)
originally filed by the Registrant with the Securities and Exchange
Commission on April 24, 1995, as amended
3.1 Section entitled "Warrants" of the Prospectus dated July 10, 1995
included in the Registration Statement on Form S-1 (File #33-91500)
</TABLE>
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* Incorporated by reference to the designated exhibit included with the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1996.
** Incorporated by reference to the designated exhibit included with the
Registrant's Form S-1 Registration Statement (Registration No. 33-91500)
filed on April 24, 1995, as amended.
*** Incorporated by reference to the designated exhibit included with the
Registrant's Amendment No. 1 to Registration Statement on Form 8-A/A
dated July 6, 1995.
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EXHIBIT 1.3
FIRST AMENDMENT TO THE WARRANT AGREEMENT
FIRST AMENDMENT TO THE WARRANT AGREEMENT, dated as of July 24, 1997,
between TARGETED GENETICS CORPORATION, a Washington corporation (the "Company"),
and CHASEMELLON SHAREHOLDER SERVICES, as warrant agent (the "Warrant Agent" or
"ChaseMellon"). All capitalized terms used herein but not defined shall have the
meanings given them in the Warrant Agreement.
RECITALS
A. The Company and First Interstate Bank of Washington, N.A. ("First
Interstate") entered into that certain Warrant Agreement dated as of July 7,
1995 (the "Warrant Agreement") with respect to the Warrants issued by the
Company in connection with its units offering pursuant to a registration
statement filed with the Securities and Exchange Commission and dated April 24,
1995, and declared effective on July 7, 1995 (the "Warrants").
B. ChaseMellon is the successor in interest to First Interstate under
the Warrant Agreement.
C. Currently the Warrants are scheduled to expire on July 31, 1997.
D. The Company desires to extend the Expiration Date six months.
AMENDMENT
1. AMENDMENT OF THE EXERCISE DATE
Section 6.1(a) of the Warrant Agreement is hereby amended by deleting
"July 31, 1997" and inserting in its place "January 31, 1998".
2. CONFIRMATION
This First Amendment shall be construed in connection with and as part
of the Warrant Agreement, and, except as expressly modified herein, all terms,
conditions and covenants contained in the Warrant Agreement are hereby confirmed
and shall remain in full force and effect.
3. COUNTERPARTS
This First Amendment may be executed in any number of counterparts, and
all such counterparts shall constitute one amendment binding on both parties and
shall have the same force and effect as an original instrument, notwithstanding
that both parties may not be signatories to the same original or the same
counterpart.
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IN WITNESS WHEREOF, the parties hereto have cause this First Amendment
to be executed as of the first date written above.
TARGETED GENETICS CORPORATION
By: /s/ H. Stewart Parker
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Name: H. Stewart Parker
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Title: President & CEO
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Attest:
By: /s/ James A. Johnson
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Name: James A. Johnson
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Title: Vice President, Finance & CFO
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CHASEMELLON SHAREHOLDER SERVICES
By: /s/ Pauline F. Skudler
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Name: Pauline F. Skudler
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Title: Assistant Vice President
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Attest:
By: /s/ Ardis "Dee" Henderson
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Name: Ardis "Dee" Henderson
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Title: Vice President
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EXHIBIT 3.1
WARRANTS
The following discussion is not a complete description of the terms of
the Warrants and is qualified in its entirety by reference to the Warrant
Agreement described below.
The Company will issue and sell an aggregate of up to 900,000 Units,
each comprised of four shares of Common Stock and one Warrant to purchase one
share of Common Stock, to be issued under a Warrant Agreement between Targeted
Genetics and First Interstate Bank of Washington, N.A., as Warrant Agent. Such
shares of Common Stock and Warrants will be paired for sale as Units and offered
to the public upon the terms set forth in this Prospectus. The Warrants will be
immediately exercisable upon issuance at an exercise price of $4.68 per share
(the "Exercise Price") and will expire on July 31, 1997. From and after the sale
and issuance of the Units, the Warrants and the shares of Common Stock will
trade separately.
The Exercise Price and the number of shares of Common Stock issuable
upon exercise of each Warrant will be appropriately adjusted in the event of
stock splits, stock combinations, rights offerings or stock or other dividends
involving Common Stock. Fractional shares will not be issued upon exercise of
the Warrants and, in lieu thereof, a cash adjustment based on the closing price
of the Common Stock as reported on the Nasdaq National Market (or as reported on
a national securities exchange, if applicable) on the date of exercise will be
made.
In case of any reclassification or capital reorganization, or in case of
any consolidation or merger of Targeted Genetics with or into another
corporation or any sale, lease or transfer to another corporation of all or
substantially all the assets of Targeted Genetics, the holder of each
outstanding Warrant will have the right, upon subsequent exercise of a Warrant,
to purchase the kind and amount of shares of stock or other securities and
property receivable upon such reclassification, capital reorganization,
consolidation, merger, sale, lease or transfer by a holder of the number of
shares of Common Stock that would have been received upon the exercise of such
Warrant immediately prior thereto, and the Exercise Price will be appropriately
adjusted. The Warrants do not confer upon the holder any voting or preemptive
rights, or any other rights as a shareholder of Targeted Genetics.
The Warrants may be exercised in whole or in part by the surrender of
the Warrants to the transfer agent and registrar for the Warrants, with the
warrant exercise form set forth on the back of the Warrant certificate duly
executed, and accompanied by bank draft, payable to the order of Targeted
Genetics, in the amount of the Exercise Price multiplied by the number of shares
of Common Stock to be acquired pursuant to such exercise. See "Description of
Capital Stock--Transfer Agent and Registrar." No soliciting agent has been
engaged by the Company for the purpose of soliciting the exercise of the
Warrants.
