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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.)
100 Corporate North, Suite 215, Bannockburn, Illinois 60015
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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
Redeemable Warrants for the purchase of
Common Stock American Stock Exchange
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. /X/
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. / /
Securities Act registration statement file number to which this form relates:
___________________ (if applicable)
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
WARRANTS
The following is a summary of certain provisions of the Company's
outstanding redeemable warrants to purchase shares of the Company's Common Stock
(the "Warrants").
Exercise Price and Terms. Each Warrant entitles the registered holder
thereof to purchase, at any time over a forty-eight month period commencing
January 25, 1997, two shares of Common Stock at a price of $4.90 per share,
subject to adjustment in accordance with the anti-dilution and other provisions
referred to below. The holder of any Warrant may exercise such Warrant by
surrendering the certificate representing the Warrant to the Warrant Agent, with
the subscription form thereon properly completed and executed, together with
payment of the exercise price. The Warrants may be exercised at any time in
whole or in part at the applicable price until expiration of the Warrants. No
fractional shares will be issued upon the exercise of the Warrants.
The exercise price of the Warrants bears no relationship to any objective
criteria of value and should in no event be regarded as an indication of any
future market price of the securities offered hereby.
Adjustments. The exercise price and the number of shares of Common Stock
purchasable upon the exercise of the Warrants are subject to adjustment upon the
occurrence of certain events, including stock dividends, stock splits,
combinations or reclassification of the Common Stock, or sale by the Company of
shares of its Common Stock or other securities convertible into Common Stock if
such sale is at a price below the then applicable exercise price of the
Warrants. Additionally, an adjustment would be made in the case of a
reclassification or exchange of Common Stock, consolidation or merger of the
Company with or into another corporation (other than a consolidation or merger
in which the Company is the surviving corporation) or sale of all or
substantially all of the assets of the Company in order to enable warrantholders
to acquire the kind and number of shares of stock or other securities or
property receivable in such event by a holder of the number of shares of Common
Stock that might otherwise have been purchased upon the exercise of the Warrant.
Redemption Provisions. Since July 25, 1997, the Warrants have been subject
to redemption at $.01 per Warrant on thirty (30) days' prior written notice to
the warrantholders if the average closing sale price of the Common Stock as
reported on the American Stock Exchange equals or exceeds $5.60 for any twenty
(20) trading days within a period of thirty (30) consecutive trading days ending
on the fifth trading day prior to the date of the notice of redemption. In the
event the Company exercises the right to redeem the Warrants, such Warrants will
be exercisable until the close of business on the business day immediately
preceding the date for redemption fixed in such notice. If any Warrant called
for redemption is not exercised by such time, it will cease to be exercisable
and the holder will be entitled only to the redemption price.
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Transfer, Exchange and Exercise. The Warrants are in registered form and
may be presented to the Warrant Agent for transfer, exchange or exercise at any
time on or prior to their expiration date of January 25, 2001, at which time the
Warrants become wholly void and of no value. If a market for the Warrants
develops, the holder may sell the Warrants instead of exercising them. There can
be no assurance, however, that a market for the Warrants will develop or
continue.
Warrantholder Not a Stockholder. The Warrants do not confer upon holders
any voting, dividend or other rights as stockholders of the Company.
Modification of Warrants. The Company and the Warrant Agent may make such
modifications to the Warrants as they deem necessary and desirable that do not
adversely affect the interests of the warrantholders. The Company may, in its
sole discretion, lower the exercise price of the Warrants for a period of not
less than thirty (30) days or not less than thirty (30) days' prior written
notice to the warrantholders and National Securities Corporation, the
representative of the several underwriters in the Company's initial public
offering. Modification of the number of securities purchasable upon the exercise
of any Warrant, the exercise price and the expiration date with respect to any
Warrant requires the consent of two-thirds of the warrantholders. No other
modifications may be made to the Warrants, without the consent of two-thirds of
the warrantholders.
The Warrants are not exercisable unless, at the time of the exercise, the
Company has a current prospectus covering the shares of Common Stock issuable
upon exercise of the Warrants, and such shares have been registered, qualified
or deemed to be exempt under the securities laws of the state of residence of
the exercising holder of the Warrants.
Item 2. Exhibits
The following exhibits are filed as part of the Registration
Statement.
1. The Company's Certificate of Incorporation, as amended, filed
with the Commission as Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (File No. 33-90516), is incorporated by
reference.
2. The Company's By-laws, as amended, filed with the Commission as
Exhibit 3.2 to the Company's Registration Statement on Form S-1
(File No. 33-90516), are incorporated by reference.
3. Specimen Warrant Certificate filed with the Commission as Exhibit
4.2 to the Company's Registration Statement on Form S-1 (File No.
33-90516), is incorporated by reference.
4. Form of Warrant Agreement between the Company and the Warrant
Agent including the form of the Warrant, filed with the
Commission as Exhibit 4.4 to the Company's Registration Statement
on Form S-1 (File No. 33-90516), is incorporated by reference.
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5. Form of Company's Prospectus dated January 25, 1996 covering
initial offering of the Warrants, filed as part of the Company's
Registration Statement on Form S-1 (File No. 33-90516), is
incorporated by reference.
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: August 25, 1998 NEOPHARM, INC.
By: /s/Kevin Harris
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Kevin Harris
Secretary
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