-----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, M0u4Q8Avw/9CUA3XWHzmLZaLiy5j3e5RccBc4BBKe+HDzNgWK1kCM2R+cZwijaRB 2tpPSgFiVCRCU0kBZP1AFA== 0001021408-01-511782.txt : 20020413 0001021408-01-511782.hdr.sgml : 20020413 ACCESSION NUMBER: 0001021408-01-511782 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011231 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NPS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000890465 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 870439579 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-23272 FILM NUMBER: 1826478 BUSINESS ADDRESS: STREET 1: 420 CHIPETA WAY STE 240 CITY: SALT LAKE CITY STATE: UT ZIP: 84108-1256 BUSINESS PHONE: 8015834939 8-A12G/A 1 d8a12ga.txt REGISTRATION OF CERTAIN CLASSES OF SECURITIES FORM 8-A/A UNITED STATES 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) (I.R.S. Employer Identification No.) 420 Chipeta Way, Salt Lake City, Utah 84108-1256 (Address and Zip Code of Principal Executive Offices) 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 None. None. 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: n/a (if applicable) --------------------------- 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, is amended and supplemented by the following amendments approved by the Board of Directors of the Company: The definition of "Final Expiration Date" set forth in Section 7(a) of the Rights Agreement is amended to be the close of business on December 31, 2011; The definition of "Purchase Price" set forth in Section 7(b) of the Rights Agreement is amended to be $300.00; The definition of "Acquiring Person" set forth in Section 1(a) of the Rights Agreement is amended to read as set forth in the First Amendment to the Rights Agreement and Certificate of Compliance with Section 27 Thereof filed as Exhibit 4.2 to this Form 8-A/A; and The definition of "Change of Control" set forth in Section 1(e) of the Rights Agreement is amended to read as set forth in the First Amendment to the Rights Agreement and Certificate of Compliance with Section 27 Thereof filed as Exhibit 4.2 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. - ---------- * 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. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereto duly authorized. NPS PHARMACEUTICALS, INC. Date: December 31, 2001 By: /s/ James U. Jensen ---------------------------------- James U. Jensen, Vice President, Corporate Development and Legal Affairs, and Secretary EXHIBIT INDEX Exhibit 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. - ---------- * 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. EX-4.2 3 dex42.txt FIRST AMENDMENT TO THE RIGHTS AGREEMENT EXHIBIT 4.2 FIRST AMENDMENT TO THE RIGHTS AGREEMENT AND CERTIFICATE OF COMPLIANCE WITH SECTION 27 THEREOF FIRST AMENDMENT TO THE RIGHTS AGREEMENT AND CERTIFICATE OF COMPLIANCE WITH SECTION 27 THEREOF This Amendment (the "Amendment") is being entered into as of December 31, 2001, between NPS Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and Computershare (formerly American Securities Transfer and Trust, Inc.), as rights agent (the "Rights Agent"). WHEREAS, the Company and the Rights Agent are parties to a Rights Agreement, dated as of December 4, 1996, between the Company and the Rights Agent (the "Rights Agreement"); and WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent may supplement or amend the Rights Agreement in accordance with the provisions of Section 27 thereof. The Company now desires to amend the Rights Agreement as set forth in this Amendment and deems such amendment necessary and desirable; NOW THEREFORE, in consideration of the promises and mutual agreements herein set forth, the parties hereby agree to amend the Rights Agreement as follows: 1. Section 1. Certain Definitions. Section 1 of the Agreement shall be amended as follows: (a) The definition of "Acquiring Person" in section (a) shall be amended as follows: the phrase "(y) if the Incumbent Board (as such term in hereinafter defined)" shall be deleted and shall be replaced with the phrase "(y) if the Board of Directors". (b) The definition of "Change in Control" in section (e) shall be amended to delete subsection (ii) and redesignate subsection (iii) as subsection (ii). 2. Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights. Section 7 of the agreement shall be amended as follows: (a) The "Final Expiration Date" in section (a) shall be amended to December 31, 2011 by amending section (a) as follows: the phrase "(i) the close of business on December 31, 2001 (the "Final Expiration Date")" shall be deleted and shall be replaced with the phrase "(i) the close of business on December 31, 2011 (the "Final Expiration Date")". (b) The "Purchase Price" in section (b) shall be amended to $300.00 by amending section (b) as follows: "$50.00" shall be deleted and shall be replaced by "$300.00". 3. Effectiveness: This Amendment shall be deemed effective as of the date first written above. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. 4. Miscellaneous: This Amendment shall be deemed to be 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. 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 December 31, 2001, hereby certifies to the Rights Agent that these amendments are in compliance with the terms of Section 27 of the Agreement. NPS PHARMACEUTICALS, INC. By: -------------------------------------------- James U. Jensen, Vice President, Corporate Development and Legal Affairs and Secretary Acknowledged and Agreed: COMPUTERSHARE, as Rights Agent By: -------------------------------------------------- Print Name: ------------------------------------------ Title: ----------------------------------------------- By: -------------------------------------------------- Print Name: ------------------------------------------ Title: ----------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----