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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Coulter Pharmaceutical, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 94-3219075
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
550 California Avenue, Suite 200
Palo Alto, California 94306-1440
(Address of principal executive offices) (zip code)
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If this Form relates to the registration of a class of debt If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to securities and is to become effective simultaneously
General Instruction A(c)(1) please check the following with the effectiveness of a concurrent registration
box. [ ] statement under the Securities Act of 1933 pursuant to
General Instruction A(c)(2) please check the following
box. [ ]
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to Name of Each Exchange on Which
be so Registered Each Class is to be Registered
N/A N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001
(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Common Stock to be registered hereunder is
contained in the section entitled "Description of Capital Stock," commencing at
page 55 of the Prospectus included in the Registrant's Form S-1 Registration
Statement, No. 333-17661 (the "Registration Statement"), filed with the
Securities and Exchange Commission (the "Commission") on December 11, 1996 and
is incorporated herein by reference.
ITEM 2. EXHIBITS.
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Exhibit
Number Description
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3.1 Amended and Restated Certificate of Incorporation of the Registrant.(1)
3.2 Form of Amendment to Certificate of Incorporation to be filed prior to the
offering.(1)
3.3 Form of Amended and Restated Certificate of Incorporation of the Registrant to be
effective upon the closing of the offering.(1)
3.4 Bylaws of the Registrant.(1)
3.5 Bylaws of the Registrant to be effective upon the closing of the offering.(1)
4.2 Specimen stock certificate.(2)
4.3 Amended and Restated Investors' Rights Agreement, dated April 18, 1996, between
the Registrant and certain investors.(1)
4.4 Warrant Agreement to purchase Common Stock, dated December 6, 1996, between
the Registrant and Lease Management Services, Inc.(1)
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(1) Filed as an exhibit to the Registration Statement and incorporated herein by
reference.
(2) To be filed by amendment to the Registration Statement and incorporated
herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Coulter Pharmaceutical, Inc.
Date: December 19, 1996 By: /s/ Michael F. Bigham
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Michael F. Bigham
President and Chief Executive Officer
(Principal Executive Officer)
