UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
Amendment No. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BioMarin Pharmaceutical Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 68-0397820 | |
| (State or incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 105 Digital Drive, Novato, California |
94949 | |
| (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 exchange on which | |
| Preferred Share Purchase Rights | The NASDAQ Global Select Market | |
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. 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), please check the following box. ¨
Securities Act registration statement file number to which this form relates:
None
Securities to be registered pursuant to Section 12(g) of the Act:
None
This Form 8-A/A Amendment No. 2 amends and restates the information set forth in the Registration Statement on Form 8-A filed with the Securities and Exchange Commission (the “SEC”) on September 13, 2002 by BioMarin Pharmaceutical Inc., a Delaware corporation, as subsequently amended pursuant to the Registration Statement on Form 8-A/A Amendment No. 1 filed with the SEC on August 8, 2003 (as amended, the “Form 8-A”).
| Item 1. | Description of Registrant’s Securities to be Registered. |
On May 30, 2012, BioMarin Pharmaceutical Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to the Amended and Restated Rights Agreement, dated as of February 27, 2009, between the Company and Computershare Shareowner Services LLC (formerly Mellon Investor Services LLC), as Rights Agent (the “Rights Agreement”).
As a result of the Amendment, (i) the rights to purchase Series B Junior Participating Preferred Stock of the Company (the “Rights”) pursuant to the Rights Agreement expired at 3:59 p.m. (Eastern Time) on May 30, 2012 (the “Final Expiration Date”) and there no longer will be a Right associated with each outstanding share of the Company’s common stock after the Final Expiration Date, (ii) the Rights Agreement expired on the Final Expiration Date, and (iii) no person will have any rights pursuant to the Rights Agreement.
The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 4.2 hereto and is incorporated herein by reference. The foregoing is also qualified in its entirety by reference to the description and full text of the Rights Agreement, which was filed as Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed on February 27, 2009, which is incorporated herein by reference.
| Item 2. | Exhibits. |
| 4.1* | Amended and Restated Rights Agreement, dated as of February 27, 2009, between BioMarin Pharmaceutical Inc., a Delaware corporation, and Mellon Investor Services LLC, a New Jersey limited liability company as Rights Agent (which includes the form of Certificate of Designation, Preferences and Rights of the Series B Junior Participating Preferred Stock of BioMarin Pharmaceutical Inc. as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C). | |
| 4.2 | Amendment No. 1 to Rights Agreement, dated as of May 30, 2012, between BioMarin Pharmaceutical Inc., a Delaware corporation, and Computershare Shareowner Services LLC (formerly Mellon Investor Services LLC), a New Jersey limited liability company, as Rights Agent. | |
* Previously filed with the Securities and Exchange Commission on February 27, 2009 as Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, which is incorporated herein 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.
| BIOMARIN PHARMACEUTICAL INC. | ||
| By: |
/s/ G. Eric Davis | |
| Name: G. Eric Davis | ||
| Title: Senior Vice President, General Counsel and Secretary | ||
Date: May 30, 2012
EXHIBIT INDEX
| Exhibit |
Description | |
| 4.1* | Amended and Restated Rights Agreement, dated as of February 27, 2009, between BioMarin Pharmaceutical Inc., a Delaware corporation, and Mellon Investor Services LLC, a New Jersey limited liability company as Rights Agent (which includes the form of Certificate of Designation, Preferences and Rights of the Series B Junior Participating Preferred Stock of BioMarin Pharmaceutical Inc. as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C). | |
| 4.2 | Amendment No. 1 to Rights Agreement, dated as of May 30, 2012, between BioMarin Pharmaceutical Inc., a Delaware corporation, and Computershare Shareowner Services LLC (formerly Mellon Investor Services LLC), a New Jersey limited liability company, as Rights Agent. | |
* Previously filed with the Securities and Exchange Commission on February 27, 2009 as Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, which is incorporated herein by reference.
Exhibit 4.2
AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT
This Amendment No. 1 (the “Amendment”), dated as of May 30, 2012, to the Amended and Restated Rights Agreement (the “Rights Agreement”), dated as of February 27, 2009, between BioMarin Pharmaceutical Inc., a Delaware corporation (the “Company”) and Computershare Shareowner Services LLC (formerly known as Mellon Investor Services LLC), a New Jersey limited liability company, as rights agent (the “Rights Agent”), is being executed at the direction of the Company. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Rights Agreement.
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company may, and the Rights Agent shall if the Company so directs, supplement or amend the Rights Agreement during such time as the Rights are redeemable.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, the parties agree as follows:
| 1. | Amendment of Section 7.1. Section 7.1 of the Rights Agreement is hereby deleted in its entirety and replaced with the following: |
“7.1 Exercise of Rights. Subject to Section 11.1.2 and except as otherwise provided herein, the registered holder of any Right Certificate may exercise the Rights represented thereby in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for the total number of two-hundredths of a Preferred Share (or other securities, cash or other assets) as to which the Rights are exercised, at or prior to the time (the “Expiration Date”) that is the earliest of (i) 3:59 p.m., Eastern Time, on May 30, 2012 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 (the “Redemption Date”), (iii) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Sections 1.3(ii)(A)(z) and 13.4, at which time the Rights are terminated, or (iv) the time at which the Rights are exchanged as provided in Section 27.”
| 2. | Remaining Terms. Those portions of the Rights Agreement that are not expressly amended hereby shall continue in full force and effect. Notwithstanding the foregoing, the Rights Agent and the Company acknowledge and agree that upon the Expiration Date the Rights Agreement shall terminate and be of no further force and effect. |
| 3. | Counterparts. This Amendment may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. A signature to this Amendment transmitted electronically shall have the same authority, effect and enforceability as an original signature. |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
The parties hereto have caused this Amendment to be executed and delivered as of the date first written above.
| BIOMARIN PHARMACEUTICAL INC. | ||
| By: /s/ G. Eric Davis | ||
| Name: | G. Eric Davis | |
| Title: | Senior Vice President, General Counsel and Secretary | |
| COMPUTERSHARE SHAREOWNER SERVICES LLC | ||
| By: /s/ Mark Cano | ||
| Name: | Mark Cano | |
| Title: | Vice President & Relationship Manager | |