8-A12G/A

FORM 8-A/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

NPS Pharmaceuticals, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	87-0439579
(State of incorporation or organization)	(IRS Employer I.D. No.)

420 Chipeta Way,

Salt Lake City, Utah 84108-1256

(Address of principal executive offices)

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.    ¨

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.    x

Securities Act registration statement file number to which this form relates (if applicable): Not applicable.

Securities to be registered pursuant to Section 12(b) of the Act:

None

(Title of Class)

Securities to be registered pursuant to Section 12(g) of the Act:

Preferred Share Purchase Rights

(Title of Class)

Item 1.    Description of Registrant’s Securities to be Registered.

The description set forth in Item 5 of the Registrant’s Form 8-K Current Report filed on December 19, 1996, as amended and supplement on Registrant’s Form 8-A12G/A filed on December 31, 2001, is amended and supplemented by the following amendments approved by the Board of Directors of the Company:

The definition of “Acquiring Person” set forth in Section 1(a) of the Rights Agreement is amended as set forth in the Second Amendment to the Rights Agreement and Certificate of Compliance with Section 27 Thereof filed as Exhibit 4.3 to this Form 8-A/A;

Section 3(a) of the Rights Agreement is amended as set forth in the Second Amendment to the Rights Agreement and Certificate of Compliance with Section 27 Thereof filed as Exhibit 4.3 to this Form 8-A/A; and

Section 7(a) of the Rights Agreement is amended as set forth in the Second Amendment to the Rights Agreement and Certificate of Compliance with Section 27 Thereof filed as Exhibit 4.3 to this Form 8-A/A.

Item 2.    Exhibits.

4.1	*	Rights Agreement, dated as of December 4, 1996, between NPS Pharmaceuticals, Inc. and American Stock Transfer & Trust, Inc., with Exhibit A, Form of Certificate of Designation of Series A Junior Participating Preferred Stock; Exhibit B, Form of Right Certificate; and Exhibit C, Summary of Rights to Purchase Shares of Preferred Stock.
4.2	**	First Amendment to the Rights Agreement and Certificate of Compliance with Section 27 Thereof.
4.3		Second Amendment to the Rights Agreement and Certificate of Compliance with Section 27 Thereof.

* Incorporated by reference to Exhibit 4.1 to Registrant’s Form 8-K Current Report, filed with the Securities and Exchange Commission on December 19, 1996.

** Incorporated by reference to Exhibit 4.2 to Registrant’s Registration Statement on Form 8-A12G/A, filed with the Securities and Exchange Commission on December 31, 2001.

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.

Date: February 21, 2003	NPS PHARMACEUTICALS, INC.
	By:	/s/    JAMES U. JENSEN
		James U. Jensen Corporate Development and Legal Affairs, and Secretary

EXHIBIT INDEX

No.		Exhibit
4.1	*	Rights Agreement, dated as of December 4, 1996, between NPS Pharmaceuticals, Inc. and American Stock Transfer & Trust, Inc., with Exhibit A, Form of Certificate of Designation of Series A Junior Participating Preferred Stock; Exhibit B, Form of Right Certificate; and Exhibit C, Summary of Rights to Purchase Shares of Preferred Stock.
4.2	**	First Amendment to the Rights Agreement and Certificate of Compliance with Section 27 Thereof.
4.3		Second Amendment to the Rights Agreement and Certificate of Compliance with Section 27 Thereof.

* Incorporated by reference to Exhibit 4.1 to Registrant’s Form 8-K Current Report, filed with the Securities and Exchange Commission on December 19, 1996.

** Incorporated by reference to Exhibit 4.2 to Registrant’s Registration Statement on Form 8-A12G/A, filed with the Securities and Exchange Commission on December 31, 2001.

EX-4.3

Exhibit 4.3

SECOND AMENDMENT TO THE RIGHTS AGREEMENT

AND CERTIFICATE OF COMPLIANCE WITH SECTION 27 THEREOF

Second Amendment (the “Amendment”), dated as of February 19, 2003, between NPS Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Computershare (formerly known as American Securities Transfer and Trust, Inc.), as rights agent (the “Rights Agent”), to the Rights Agreement dated as of December 4, 1996, as amended as of December 31, 2001 (the “Rights Agreement”); capitalized terms used without definition in this Amendment shall have the meanings given to them in the Rights Agreement.

WHEREAS, the Company and Enzon (as defined below) shall enter into the Merger Agreement (as defined below), pursuant to which, among other things, the Company and Enzon shall effect a business combination;

WHEREAS, no Person (as defined in the Rights Agreement) is an Acquiring Person (as defined in the Rights Agreement and as amended below) as of the date hereof, and the Company deems it necessary and advisable to amend the Rights Agreement in accordance with Section 27 thereof;

NOW THEREFORE, the parties hereto agree as follows:

1.    Amendment to Section 1(a). Section 1(a) of the Rights Agreement is hereby amended by replacing the word “and (B)” in the second sentence thereof with the following:

“, (B) none of Holdco (as such term is hereinafter defined) nor Enzon (as such term is hereinafter defined) nor any of their respective Affiliates or Associates shall be deemed to be an Acquiring Person solely by reason of the approval, execution or delivery of, or consummation of the transactions contemplated under, the Agreement and Plan of Reorganization dated as of February 19, 2003 (the “Merger Agreement) between the Company and Enzon Pharmaceuticals, Inc. (“Enzon”), pursuant to which the Company and Enzon would become wholly owned subsidiaries of a newly organized Delaware corporation (“Holdco”), as more fully described therein, as the Merger Agreement may be amended from time to time in accordance with its terms, and (C)”

2.    Amendment to Section 3(a). Section 3(a) of the Rights Agreement is hereby amended by inserting the following sentence immediately after the last sentence thereof:

“Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely by reason of the approval, execution or delivery of, or consummation of the transactions contemplated by the Merger Agreement, as the Merger Agreement may be amended from time to time in accordance with its terms”

3.    Amendment to Section 7. Section 7 of the Rights Agreement is hereby amended by inserting the following clause (ii) after clause (i) thereof, and changing the numbering of clauses (ii) and (iii) to clauses (iii) and (iv), respectively:

“(ii) the Effective Time (as defined in the Merger Agreement),”

4.    Effectiveness.    This Amendment shall be deemed to be in force and effect immediately prior to the execution and delivery of the Merger Agreement. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.

5.    Counterparts.    This Amendment may be executed in any number of counterparts and each of such counterparts shall together constitute but one and the same instrument.

6.    Miscellaneous.    This Amendment shall be deemed a contract made under the laws of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state. If any term or other provision of this Amendment is determined to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms and provisions of this Amendment shall nevertheless remain in full force and effect and upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, this Amendment and such term or other provision shall be deemed to have been amended so as to effect the original intent of the parties as closely as possible in an acceptable manner to the Board of Directors of the Company.

[REST OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned officer of the Company, being an appropriate officer of the Company and authorized to do so by resolution of the board of directors of the Company dated as of February 19, 2003, hereby certifies to the Rights Agent that these amendments are in compliance with the terms of Section 27 of the Rights Agreement.

NPS PHARMACEUTICALS, INC.
By:	/S/    HUNTER JACKSON, PH.D.
Name:	Hunter Jackson, Ph.D.
Title:	President and Chief Executive Officer

Acknowledged and Agreed:

COMPUTERSHARE, as Rights Agent

By:	/S/    KELLIE GWINN
Print Name:	Kellie Gwinn
Title:	Vice President

COMPUTERSHARE, as Rights Agent

By:	/S/    THERESA HENSHAW
Print Name:	Theresa Henshaw
Title:	Operations Manager/Trust Officer

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