-----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, Hk+UVXjiH0c/fZ/HmSh8Fd/7b5pNn2ZbYOOuVrQLEHEn0V3DBGPCrx+2OpX8tBxz Q4IE7DMC538LcxxsKR5rYA== 0000950152-98-009289.txt : 19981126 0000950152-98-009289.hdr.sgml : 19981126 ACCESSION NUMBER: 0000950152-98-009289 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHRYSALIS INTERNATIONAL CORP CENTRAL INDEX KEY: 0000880456 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 222877973 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: SEC FILE NUMBER: 000-19659 FILM NUMBER: 98759690 BUSINESS ADDRESS: STREET 1: 575 ROUTE 28 CITY: RARITAN STATE: NJ ZIP: 08869 BUSINESS PHONE: 9087227900 MAIL ADDRESS: STREET 1: 575 RT 28 CITY: RARITAN STATE: NJ ZIP: 08869 FORMER COMPANY: FORMER CONFORMED NAME: DNX CORP DATE OF NAME CHANGE: 19930328 8-A12G/A 1 CHRYSALIS INTERNATIONAL CORP.--FORM 8-A12G/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Chrysalis International Corporation - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 22-2877973 - --------------------------------------- ------------------- (State of incorporation or organization) (IRS Employer Identification No.) 575 Route 28, Raritan, New Jersey 08869 - ---------------------------------------- --------------------------- (Address of principal executive offices) Zip Code) If this form relates to the registration of a If this form relates to the registration of a class of securities pursuant to Section class of securities pursuant to Section 12(b) of the Exchange Act and is effective 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(c), pursuant to General Instruction A.(d), please check the following box. [ ] please check the following box. [X]
Securities Act registration statement file number to which this form relates: ____________________________________(If applicable) Securities to be 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 ------------------- ------------------------------ -- -- - ------------------------------------- ------------------------------------- -- -- - ------------------------------------- ------------------------------------- Securities to be registered pursuant to Section 12(g) of the Act: Rights to Purchase Preferred Shares - -------------------------------------------------------------------------------- Title of class - -------------------------------------------------------------------------------- Title of class 1 2 ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED. ------------------------------------------- On November 13, 1998, the Directors of Chrysalis International Corporation (the "Company") approved Amendment No. 1 (the "Amendment"), dated as of November 18, 1998, to the Rights Agreement, dated as of July 1, 1998 (the "Rights Agreement"), between the Company and American Stock Transfer & Trust Company (the "Rights Agent"). The Amendment made the provisions of the Rights Agreement inapplicable to the execution of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 18, 1998, among the Company, Phoenix International Life Sciences Inc., a corporation constituted under the laws of Canada ("Phoenix"), and Phoenix Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Phoenix and the consummation of the Merger (as defined in the Merger Agreement) and the other transactions contemplated by the Merger Agreement, in each case in accordance with the terms of the Merger Agreement. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached as an exhibit hereto and incorporated herein by reference. Copies of the Rights Agreement are available free of charge from the Company. ITEM 2. EXHIBITS. ---------- Exhibit Number Exhibit ------ ------- 4.1 Amendment No. 1, dated as of November 18, 1998, to the Rights Agreement, dated as of July 1, 1998, between the Company and American Stock Transfer & Trust Company (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed November 25, 1998). 2 3 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. CHRYSALIS INTERNATIONAL CORPORATION By: /s/ John G. Cooper ------------------------------- Name: John G. Cooper Title: Senior Vice President, Chief Financial Officer, Treasurer and Secretary Dated: November 25, 1998 3 4 INDEX TO EXHIBITS EXHIBIT NUMBER EXHIBIT ------ ------- 4.1 Amendment No. 1, dated as of November 18, 1998, to the Rights Agreement, dated as of July 1, 1998, between the Company and American Stock Transfer & Trust Company (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed November 25, 1998). 4 -----END PRIVACY-ENHANCED MESSAGE-----