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CONFIRMING COPY
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NeoPharm, Inc.
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(Exact Name of Issuer as Specified in its charter)
Delaware 51--0327886
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
225 East Deerpath, Suite 250, Lake Forest, Illinois 60045
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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 on which
to be so registered each class is to be registered
Common Stock, $0.0002145 par value per share. American Stock Exchange
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(g) of the Act:
None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
COMMON STOCK
The authorized capital stock of the Company consists of
15,000,000 shares of Common Stock, par value $0.0002145 per
share. At November 12, 1996, there were 8,120,268 shares of
Common Stock outstanding held of record by 19 stockholders.
The 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 any outstanding Preferred Stock
preference, the holders of Common Stock are entitled to
receive ratably the dividends, if any, that may be declared
from time to time by the Board of Directors out of funds
legally available for such dividends. The Company has never
declared a dividend and does not anticipate doing so. Subject
to any outstanding Preferred Stock preference, in the event of
a liquidation, dissolution or winding up of the Company, the
holders of Common Stock are entitled to share ratably in all
assets remaining after payment of liabilities. 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 the outstanding shares of Common Stock are validly
issued, fully paid and nonassessable.
Item 2. Exhibits
Pursuant to Instruction II, the following exhibits are being
filed with each copy of the Registration Statement filed with
the American Stock Exchange, but are not filed with, or
incorporated by reference in, copies of the Registration
Statement filed with the Commission.
1. Annual Report on SEC Form 10-K for the year ended
December 31, 1995;
2. Quarterly Reports on SEC Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996 and September 30,
1996;
3. The Company's Certificate of Incorporation, as amended;
4. The Company's By-laws;
5. Specimen of the Common Stock Certificate;
6. Form of Company's Prospectus dated January 25, 1996
covering initial offering of 1,350,000 shares of Common
Stock.
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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.
Date: November 12, 1996 NEOPHARM, INC.
By: /s/ David Riggs
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David Riggs
Secretary
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