-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ke5AqjAhoy/SBo54yohi/0pxbB41uzdApXB7AUhfbkdpWvDKRr7zGt1moxjbU4kk YYVnTA2bF8xx0HdGq9puhA== 0000950135-96-000085.txt : 19960111 0000950135-96-000085.hdr.sgml : 19960111 ACCESSION NUMBER: 0000950135-96-000085 CONFORMED SUBMISSION TYPE: 10-12G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960109 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENOME THERAPEUTICS CORP CENTRAL INDEX KEY: 0000356830 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 042297484 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-12G/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-10824 FILM NUMBER: 96502023 BUSINESS ADDRESS: STREET 1: 1OO BEAVER ST CITY: WALTHAM STATE: MA ZIP: 02154 BUSINESS PHONE: 6178935007 MAIL ADDRESS: STREET 1: 100 BEAVER STREET CITY: WALTHAM STATE: MA ZIP: 02154 FORMER COMPANY: FORMER CONFORMED NAME: COLLABORATIVE RESEARCH INC DATE OF NAME CHANGE: 19920703 10-12G/A 1 GENOME THERAPEUTICS CORP. FORM 10/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10/A GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 GENOME THERAPEUTICS CORP. ------------------------- (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-2297484 ------------- ---------- (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 100 BEAVER STREET, WALTHAM, MASSACHUSETTS 02154 - ----------------------------------------- ----- (Address of principal executive offices) (Zip Code) (617) 893-5007 - -------------- Registrant's telephone number: SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED ------------------- ------------------------------ None None
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT: COMMON STOCK, $.10 PAR VALUE ---------------------------- (Title of Class) 2 Item 11 DESCRIPTION OF CAPITAL STOCK The description of the capital stock below is qualified in its entirety by reference to the Company's Restated Articles of Organization (the "Articles") and By-Laws (the "By-Laws"), copies of which are filed as exhibits to this Registration Statement. AUTHORIZED CAPITAL STOCK The Company is authorized to issue up to 34,375,000 shares of common stock, $0.10 par value (the "Common Stock") and 625,000 shares of Series B Restricted Common Stock, $.10 par value (the "Series B Stock"). Except as described below, the rights, privileges, preferences and restrictions of the Common Stock and Series B Stock is identical in all respects. COMMON STOCK Holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. Holders of a majority of the voting power of Common Stock entitled to vote in any election of directors may elect all of the directors standing for election. Holders of Common Stock are entitled to receive ratably (based on the number of shares of Common Stock that they hold) such dividends, if any, as may be declared by the Board of Directors out of funds legally available therefor. Subject to the rights of the holders of any outstanding Series B Stock, upon the liquidation, dissolution or winding up of the Company, the holders of Common Stock are entitled to receive ratably the net assets of the Company available after the payment of all debts and other liabilities. Holders of Common Stock have no preemptive, subscription, conversion, or redemption rights. SERIES B STOCK Except as otherwise required by law, holders of Series B Stock are not entitled to vote on matters submitted to vote of the stockholders. No dividends may be declared or paid with respect to any share of Series B Stock. Upon liquidation, dissolution or winding up of the Company, the holders of Common Stock, shall be entitled to receive, prior to and in preference to any distribution of the Company's assets to the holders of Series B Stock, the greater of (i) $5.00 for each share Common Stock then held by them; or (ii) an amount for each share of Common Stock then held by them equal to ten times the amount which, after such distribution, would remain available for distribution to the holders of Series B Stock for each share of Series B Stock then held by them. If the assets available for distribution in a liquidation, dissolution or winding up of the Company are insufficient to permit the payment to the holders of Common Stock the foregoing preferential amount, then the entire amount of assets available for distribution to the holders of the Common Stock are to be distributed ratably among the holders of the Common Stock. -2- 3 ITEM 15. EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- 3.1 - Restated Articles of Organization. (1) 3.2 - Amendment dated January 5, 1982 to Restated Articles of Organization. (2) 3.3 - Amendment dated January 24, 1983 to Restated Articles of Organization. (3) 3.4 - Amendment dated January 17, 1984 to Restated Articles of Organization. (4) 3.5 - Amendment dated December 9, 1987 to Restated Articles of Organization. (5) 3.6 - Amendment dated January 24, 1994 to Restated Articles of Organization. (6) 3.7 - Amendment dated August 31, 1994 to Restated Articles of Organization. (6) 3.8 - By-Laws of the Company. (1) 3.9 - Amendment dated October 20, 1987 to the By-Laws. (7) 3.10 - Amendment dated October 16, 1989 to the By-Laws. (8) - ------------ (1) Filed as an exhibit to the Company's Registration Statement on Form S-1 (No. 2-75230) and incorporated herein by reference. (2) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended February 27, 1982 and incorporated herein by reference. (3) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended February 26, 1983 and incorporated herein by reference. (4) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended February 25, 1984 and incorporated herein by reference. (5) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended November 28, 1987 and incorporated herein by reference. (6) Filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1994 and incorporated herein by reference. (7) Filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1987 and incorporated herein by reference. (8) Filed as an Exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1989 and incorporated herein by reference.
-3- 4 SIGNATURES 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, thereunto duly authorized. GENOME THERAPEUTICS CORP. By: /s/ Fenel M. Eloi ----------------------- Fenel M. Eloi Vice President and Chief Financial Officer -4- -----END PRIVACY-ENHANCED MESSAGE-----