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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AVIRON
(Exact Name of Registrant As Specified in its Charter)
Delaware 77-0309686
(State of Incorporation or Organization) (IRS Employer Identification No.)
297 North Bernardo Avenue, Mountain View, CA 94043
(Address of Principal Executive Offices ) (Zip Code)
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. [X]
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class to Be So Registered Name of Each Exchange on Which Each Class Is to Be Registered
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None
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Securities to Be Registered Pursuant to Section 12(g) of the Act:
5-3/4% Convertible Subordinated Notes Due 2005
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the 5-3/4% Convertible Subordinated Notes due 2005 (the
"Convertible Notes") of Aviron (the "Registrant") to be registered hereunder is
contained in the section entitled, "Description of Notes," commencing at page 25
of the Prospectus included in the Registrant's Form S-3 Registration Statement,
No. 333-50505, filed with the Securities and Exchange Commission (the
"Commission") on April 20, 1998 (the "Form S-3").
ITEM 2. EXHIBITS.
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Exhibit
Number Description
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1 Indenture between the Registrant and Marine Midland Bank as Trustee,
dated as of March 15, 1998, (incorporated by reference from Exhibit
4.12 to the Form S-3).
2 Registration Rights Agreement, by and among the Registrant,
Morgan Stanley & Co., Bear Stearns & Co. Inc., Credit Suisse
First Boston Corp. and Hambrecht & Quist LLC dated as of March
15, 1998 (incorporated by reference from Exhibit 4.11 to the Form
S-3).
3 Form of Convertible Note, (incorporated by reference from Exhibit 4.12
to the Form S-3).
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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.
AVIRON
(Registrant)
Date: April 20, 1998 By: /s/ Fred Kurland
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Fred Kurland
Senior Vice President
and Chief Financial Officer
