10-12G/A 1 w39810a4e10v12gza.htm AMENDMENT NO. 4 TO 10-12G e10v12gza
 

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4
TO
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
Universal Biosensors, Inc.
(Exact name of registrant as specified in its charter)
     
Delaware
(State or other jurisdiction of incorporation
or organization) 		  98-0424072
(I.R.S. Employer Identification Number)
     
Universal Biosensors, Inc.
103 Ricketts Road,
Mt Waverley, 3149, Victoria		    
Australia   Not Applicable
(Address of principal executive offices)   (Zip Code)
Telephone: +61 3 8542 9000
(Registrant’s telephone number,
including area code)
Securities to be registered pursuant to Section 12(b) of the Act:
     
None
Title of each class of securities to
be registered 		  Not applicable
Name of each exchange on which each
class is to be registered
Securities to be registered pursuant to Section 12(g) of the Act:
Shares of common stock, par value US$0.0001
Title of each class of securities to be registered
 
 

 

 

EXPLANATORY NOTE
     This amendment No. 4 to Form 10 is filed solely for the purpose of revising the Index to Exhibits and Exhibit 10.6 included in response to Item 15 of Form 10. The revisions reflect the fact that the Company has made an application for confidential treatment of certain portions of Exhibit 10.6.

3

 

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
(a) List separately all financial statements filed as part of the registration statement.
See page F-1 for a listing of the consolidated financial statements filed as part of this Registration Statement.*
(b) Furnish the exhibits required by Item 601 of Regulation S-K.
The following exhibits are filed as part of this Registration Statement.
     
Exhibit Number   Description
3.1*
  Amended and restated articles of incorporation
 
    
3.2*
  Amended and restated by-laws
 
    
10.1*
  License Agreement between LifeScan and Universal Biosensors, Inc effective April 1, 2002, as amended
 
    
10.2**   
  Development and Research Agreement between LifeScan and Universal Biosensors, Inc. effective April 1, 2002, as most recently amended June 1, 2007 (which amends the Development and Research Agreement between LifeScan and Universal Biosensors, Inc. effective April 1, 2002, as amended, which was previously filed as Exhibit 10.2 of the Company’s Form 10 filed as of April 30, 2007*)
 
    
10.3*
  Form of indemnity agreement entered into with directors of us, our chief financial officer and company secretary
 
    
10.4*
  Lease for the premises at 103 Ricketts Rd, Mt Waverley from Jane Sergi to Universal Biosensors Pty Ltd effective May 23, 2005
 
    
10.5*
  Lease of premises 1 Corporate Avenue, Rowville Victoria Australia
 
    
10.6
  AusIndustry, R&D Start Program Agreement, effective February 25, 2005 (particular and general conditions).***
 
    
10.7*
  Employee Option Plan
 
    
10.8*
  Employment agreement between Universal Biosensors Pty Ltd and Mr Salesh Balak effective November 27, 2006
 
    
10.9*
  Employment agreement between Universal Biosensors Pty Ltd and Mr Garry Chambers effective April 1, 2006
 
    
10.10*
  Employment agreement between Universal Biosensors Pty Ltd and Dr Ronald Chatelier dated April 1, 2006
 
    
10.11*
  Employment agreement between Universal Biosensors Pty Ltd and Dr Alastair Hodges effective April 1, 2006
 
    
10.12*
  Employment agreement between Universal Biosensors Pty Ltd and Mr Mark Morrisson dated July 1, 2006
 
    
16.0*
  Letter from KPMG
 
    
21.0*
  List of Subsidiaries
 
    
 
    
*
 Previously filed as an exhibit by the same number of the Company’s Form 10 filed on April 30, 2007.
 
    
**
 Previously filed as an exhibit by the same number of the Company’s Form 10/A filed on June 12, 2007.
 
    
***
 The Company has made an application to the Securities and Exchange Commission for confidential treatment of portions of this exhibit.

78

 

SIGNATURES
     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 4 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.
                     
           Universal Biosensors, Inc.    
 
              (Registrant)    
 
                    
Date: September 19, 2007
  By:            /s/ Mark Morrisson    
             
 
              (Signature)    
 
              Mr. Mark Morrisson    
 
              Chief Executive Officer and Managing Director    

79

 

Exhibits
     
Exhibit Number   Description
3.1*
   Amended and restated articles of incorporation
 
3.2*
   Amended and restated by-laws
 
10.1*
   License Agreement between LifeScan and Universal Biosensors, Inc effective April 1, 2002, as amended
 
10.2**
   Development and Research Agreement between LifeScan and Universal Biosensors, Inc. effective April 1, 2002, as most recently amended June 1, 2007 (which amends the Development and Research Agreement between LifeScan and Universal Biosensors, Inc. effective April 1, 2002, as amended, which was previously filed as Exhibit 10.2 of the Company’s Form 10 filed as of April 30, 2007*)
 
10.3*
   Form of indemnity agreement entered into with directors of us, our chief financial officer and company secretary
 
10.4*
   Lease for the premises at 103 Ricketts Rd, Mt Waverley from Jane Sergi to Universal Biosensors Pty Ltd effective May 23, 2005
 
10.5*
   Lease of premises 1 Corporate Avenue, Rowville Victoria Australia
 
    
 
10.6
   AusIndustry, R&D Start Program Agreement, effective February 25, 2005 (particular and general conditions).***
 
10.7*
   Employee Option Plan
 
10.8*
   Employment agreement between Universal Biosensors Pty Ltd and Mr Salesh Balak effective November 27, 2006
 
10.9*
   Employment agreement between Universal Biosensors Pty Ltd and Mr Garry Chambers effective April 1, 2006
 
10.10*
   Employment agreement between Universal Biosensors Pty Ltd and Dr Ronald Chatelier dated April 1, 2006
 
10.11*
   Employment agreement between Universal Biosensors Pty Ltd and Dr Alastair Hodges effective April 1, 2006
 
10.12*
   Employment agreement between Universal Biosensors Pty Ltd and Mr Mark Morrisson dated July 1, 2006
 
16*
   Letter from KPMG
 
21*
   List of Subsidiaries
     
*   Previously filed as an exhibit by the same number of the Company’s Form 10 filed on April 30, 2007.
 
    
**
   Previously filed as an exhibit by the same number of the Company’s Form 10/A filed on June 12, 2007.
 
    
***
 The Company has made an application to the Securities and Exchange Commission for confidential treatment of portions of this exhibit.