Avant Immunotherapeutics Inc - Amended Securities Registration (section 12(g)) (8-A12G/A)
07 Marzo 2008 - 10:35PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-A/A
(Amendment No. 2)
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES PURSUANT TO
SECTION
12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AVANT IMMUNOTHERAPEUTICS, INC.
(Exact name of registrant as specified in charter)
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Delaware
(State or Other Jurisdiction of Incorporation)
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13-3191702
(I.R.S. Employer Identification No.)
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119 Fourth Avenue
Needham, MA
(Address of Principal Executive Offices)
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02494-2725
(Zip Code)
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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), please check the following
box.
o
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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), please check the following
box.
x
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Securities
Act registration statement file number to which this relates:
Securities
to be registered pursuant to Section 12(b) of the Act: None
Securities
to be registered pursuant to Section 12(g) of the Act:
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Title of
Each Class
to be so Registered
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Name of
Each Exchange on Which
Each Class is to be Registered
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Preferred Stock Purchase Rights
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NASDAQ
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Common
Stock, $0.001 par value (1)
(Title of
Class)
(1) This amendment
relates to the common stock, par value $0.01 per share, of the registrant and
associated rights to purchase the registrants Series C-1 Junior
Participating Cumulative Preferred Stock, par value $0.01 per share.
This
Form 8-A/A amends and supplements the Registration Statement on Form 8-A
filed by AVANT Immunotherapeutics, Inc. (the Company), with the
Securities and Exchange Commission on November 8, 2004 (including the
Exhibits thereto, the
Form 8-A
). Capitalized terms used
without definition herein shall have the meaning set forth in the Shareholder
Rights Agreement dated November 5, 2004, (the
Rights Agreement
),
as amended October 19, 2007, between the Company and Computershare Trust
Company, N.A. (formerly EquiServe Trust Company, N.A.), as Rights Agent (the
Rights
Agent
).
Item 1
.
Description
of Registrants Securities to be Registered
.
Item 1
of the Form 8-A is amended and supplemented by adding the following:
Amendment to Rights Agreement
Item 1.
Description of
Registrants Securities to be Registered.
In
connection with the expected closing on March 7, 2008 of the Agreement and
Plan of Merger, dated October 19, 2007 (the
Merger Agreement
),
among the Company, Celldex Therapeutics, Inc. (
Celldex
) and
Callisto Merger Corporation, a Delaware corporation and a wholly-owned
subsidiary of the Company (
Merger Sub
), Computershare Trust Company,
N.A, as Rights Agent, entered into Amendment No. 2 to the Rights
Agreement, dated as of March 7, 2008 (the
Amendment
). The
Amendment provides that: (i) the definition of Grandfathered Percentage
shall include the percentage of post-merger ownership of the Companys common
shares plus an additional 1/2 percent beneficially owned by Medarex, Inc.
and Lorantis Holdings Limited respectively and (ii) the definition of
Grandfathered Person shall include Medarex, Inc. and Lorantis Holdings
Limited.
The
Amendment is attached hereto as an exhibit and is hereby incorporated by
reference. The foregoing description of the Amendment does not purport to
be complete and is qualified in its entirety by reference to the Amendment.
Miscellaneous
The
foregoing description of the Rights Amendment does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement which is
incorporated herein by reference.
Item 2
Exhibits.
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Exhibit No.
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Description
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10.1
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Amendment
No. 2 to Shareholder Rights Agreement dated November 5, 2004,
between the Company and Computershare Trust Company, N.A. (formerly EquiServe
Trust Company, N.A.), as Rights Agent.
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2
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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AVANT IMMUNOTHERAPEUTICS, INC.
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By:
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/s/ Una. S. Ryan
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Name:
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Una
S. Ryan, Ph.D
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Date: March 7, 2008
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Title:
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President
and Chief Executive Officer
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3
EXHIBIT
INDEX
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Exhibit No.
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Description
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10.1
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Amendment
No. 2 to Shareholder Rights Agreement dated November 5, 2004,
between the Company and Computershare Trust Company, N.A. (formerly EquiServe
Trust Company, N.A.), as Rights Agent.
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4
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