UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment
No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Alteon Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State of incorporation or organization)
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13-3304550
(I.R.S. Employer Identification No.) |
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6 Campus Drive, Parsippany, New Jersey
(Address of Principal Executive Offices)
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07054
(Zip Code) |
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. þ
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. o
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Securities Act registration statement file number to which this form relates: |
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(if applicable) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Name of each exchange on which |
to be so registered |
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each class is to be registered |
Rights to Purchase Series F Preferred Stock
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American Stock Exchange |
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Securities to be registered pursuant to Section 12(g) of the Act:
(Title of Class)
TABLE OF CONTENTS
Explanatory Note
This Amendment No. 1 supplements and amends the information set forth in the Registration
Statement on Form 8-A filed on August 4, 1995, by Alteon Inc. (the Company).
Item 1. Description of Registrants Securities To Be Registered
On July 20, 1995, the Companys Board of Directors declared a dividend of one preferred stock
purchase right (a Right) for each outstanding share of the Companys voting common stock, $.01
par value, to stockholders of record at the close of business on August 11, 1995. Each Right
entitles the registered holder to purchase from the Company one one-thousandth of a share of Series
F Preferred Stock, $.01 par value per share, at a specified purchase price, subject to further
adjustment. On July 27, 1995, the Company and Registrar and Transfer Company, as Rights Agent,
entered into a Stockholders Rights Agreement (the Initial Rights Agreement).
On July 15, 2005, the Board of Directors of the Company approved an amendment and restatement
of the Initial Rights Agreement, as amended. On July 27, 2005, the Company and American Stock
Transfer & Trust Company, as successor Rights Agent since October 15, 2002, executed an Amended and
Restated Stockholder Rights Agreement (the Amended Rights Agreement) to, among other things,
extend the Expiration Date (as such term is defined in the Amended Rights Agreement) for an
additional ten-year period so that the Rights expire upon the close of business on July 27, 2015,
adjust the Purchase Price (as such term is defined in the Amended Rights Agreement) to $13.00 and
to make certain conforming changes.
The foregoing description does not purport to be complete and is qualified in its entirety by
reference to the Amended Rights Agreement, which is attached as Exhibit 4.1 hereto and incorporated
herein by reference.
Item 2. Exhibits
The following exhibit is filed as part of this registration statement:
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Exhibit No. |
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Title |
4.1
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Amended and Restated Stockholder Rights Agreement, dated as of
July 27, 2005, between Alteon Inc., and American Stock Transfer &
Trust Company as Rights Agent, including the Form of Amended
Certificate of the Voting Powers, Designations, Preferences,
Relative, Participating, Optional and Other Special Rights,
Qualifications, Limitations or Restrictions of Series F Preferred
Stock of Alteon Inc., the Form of Rights Certificate and the Summary
of Rights to Purchase Preferred Stock attached thereto as Exhibits A,
B and C, respectively. |
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.
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ALTEON INC.
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Dated: July 27, 2005 |
By: |
/s/
Kenneth I. Moch |
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Kenneth I. Moch |
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President and Chief Executive Officer |
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