0000821995-11-000066.txt : 20110922 0000821995-11-000066.hdr.sgml : 20110922 20110922090526 ACCESSION NUMBER: 0000821995-11-000066 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110922 DATE AS OF CHANGE: 20110922 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA LABORATORIES INC CENTRAL INDEX KEY: 0000821995 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 592758596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-10352 FILM NUMBER: 111102328 BUSINESS ADDRESS: STREET 1: 354 EISENHOWER PARKWAY CITY: LIVINGSTON STATE: NJ ZIP: 07039 BUSINESS PHONE: 9739943999 MAIL ADDRESS: STREET 1: 354 EISENHOWER PARKWAY CITY: LIVINGSTON STATE: NJ ZIP: 07039 8-A12B 1 form8aa.htm FORM 8-A/A form8aa.htm

 
 
 
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 12(g) OF THE
 SECURITIES EXCHANGE ACT OF 1934
 
COLUMBIA LABORATORIES, INC.
 
(Exact name of registrant as specified in its charter)
 
Delaware
  
59-2758596
(State or other jurisdiction
of incorporation or organization)
  
(I.R.S. Employer Identification No.)
     
354 Eisenhower Parkway
Livingston, New Jersey
  
07039
(Address of principal executive offices)
  
(Zip Code)
 
Securities to be registered pursuant to Section 12(b) of the Act:
     
Title of each class
 to be so registered
  
Name of each exchange on which
 each class is to be registered
     
Preferred Share Purchase Rights
  
NASDAQ Global 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), 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
 
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

 
 
 

 
Item 1. Description of Registrant’s Securities to be Registered.
 
                On September 16, 2011, the board of directors of Columbia Laboratories, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s Amended and Restated Rights Agreement, dated as of November 29, 2010 (the “Rights Agreement”), to extend the expiration date of the rights contained therein from March 12, 2012 to July 3, 2013.  On September 20, 2011, the Company and American Stock Transfer and Trust Company, LLC, as rights agent, entered into the Amendment.  Except for the extension of the expiration date, the Rights Agreement otherwise remains unmodified.
 
                The foregoing description of the Amendment does not purport to be complete and should be read together with, and is qualified in its entirety by reference to, the Amendment, a copy of which is filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 22, 2011, and incorporated herein by reference.
 
A copy of the Rights Agreement was filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 30, 2010, and is incorporated herein by reference.
 
Item 2. Exhibits.
 

 
3.1
  
Certificate of Designations of Series D Junior Participating Preferred Stock of Columbia Laboratories, Inc., included as Exhibit C to the Amended and Restated Rights Agreement, dated as of March 13, 2002, incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K of Columbia Laboratories, Inc., filed on March 15, 2002, SEC File No. 1-10352.
 
 
4.1
  
Amendment No. 1, dated as of September 20, 2011, to the Amended and Restated Rights Agreement, dated as of November 29, 2010, by and between Columbia Laboratories, Inc. and American Stock Transfer & Trust Company, LLC, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 16, 2011.
       
 
4.2
  
Amended and Restated Rights Agreement, dated as of November 29, 2010, by and between Columbia Laboratories, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent, which includes the Summary of Rights as Exhibit A, the Form of Right Certificate as Exhibit B and the Certificate of Designation of Series D Junior Participating Preferred Stock of Columbia Laboratories, Inc. as Exhibit C, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated November 30, 2010.
 


 
 
 

 
 
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.
         
 
COLUMBIA LABORATORIES, INC.
  
  
Date: September 22, 2011 
By:  
/s/ Lawrence A. Gyenes  
  
 
Name:  
Lawrence A. Gyenes 
  
 
Title:  
Senior Vice President, Chief Financial Officer & Treasurer 
  

 
 
 
 
EXHIBIT INDEX
 

 
3.1
Certificate of Designations of Series D Junior Participating Preferred Stock of Columbia Laboratories, Inc., included as Exhibit C to the Amended and Restated Rights Agreement, dated as of March 13, 2002, incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K of Columbia Laboratories, Inc., filed on March 15, 2002, SEC File No. 1-10352.
 
4.1
Amendment No. 1, dated as of September 20, 2011, to the Amended and Restated Rights Agreement, dated as of November 29, 2010, by and between Columbia Laboratories, Inc. and American Stock Transfer & Trust Company, LLC, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 22, 2011.
     
 
4.2
Amended and Restated Rights Agreement, dated as of November 29, 2010, by and between Columbia Laboratories, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent, which includes the Summary of Rights as Exhibit A, the Form of Right Certificate as Exhibit B and the Certificate of Designation of Series D Junior Participating Preferred Stock of Columbia Laboratories, Inc. as Exhibit C, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated November 30, 2010.