-----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, J+hePQGEgkctCi+QhkaFW79xOKVv0roqTmJTCzRC6mal6qqAsp6JGv31s38OaHsS utOOX1JobIisZ/AMpQZb+w== 0000950123-96-002298.txt : 19960515 0000950123-96-002298.hdr.sgml : 19960515 ACCESSION NUMBER: 0000950123-96-002298 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960514 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIRUS RESEARCH INSTITUTE INC CENTRAL INDEX KEY: 0000902010 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 223098869 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-20711 FILM NUMBER: 96562636 BUSINESS ADDRESS: STREET 1: 61 MOULTON ST CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6178646232 MAIL ADDRESS: STREET 1: 61 MOULTON ST CITY: CAMBRIDGE STATE: MA ZIP: 02138 8-A12G 1 FORM 8-A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 VIRUS RESEARCH INSTITUTE, INC. ----------------------- (Exact name of registrant as specified in its charter) Delaware 22-3098869 - ---------------------------------------- ------------------------------------ (State of incorporation or organization) (I.R.S. Employer Identification No.) 61 Moulton Drive Cambridge, Massachusetts 02138 - ----------------------------------------- ------------------------------------ (Address of principal executive offices) (Zip Code) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction 1.(c)(1), please check the following box / /. If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instructions A.(c)(2), please check the following box / /. Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be registered each class to be registered - --------------------------- -------------------------------------- - --------------------------- -------------------------------------- Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par value ----------------------------- (Title of Class) 2 ITEM 1. Description of Registrant's Securities to be Registered. The description of the Registrant's Common Stock, $.001 par value, set forth under the caption "Description of Capital Stock" on Page 47 of Amendment No. 2 to the Registrant's Registration Statement on Form S-1 (File No. 333-3378) as filed with the Securities and Exchange Commission under the Securities Act of 1933, on April 11, 1996 and as amended on May 14, 1996, is incorporated herein by reference.
ITEM 2. Exhibits. 1.1. Specimen of certificate evidencing Registrant's Common Stock, par value $.001. 99.1 Description of Securities. 2.1. Certificate of Incorporation of the Registrant.* 2.2. By-laws of the Registrant.*
- ---------------------- *Filed as an exhibit to the Registrant's Registration Statement on Form S-1 (File No. 333-3378) originally filed with the Commission on April 11, 1996. -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, thereunto duly authorized. VIRUS RESEARCH INSTITUTE, INC. By: /s/ J. Barrie Ward ---------------------------------- J. Barrie Ward, Chairman and Chief Executive Officer Date: May 13, 1996 -3- 4 EXHIBIT INDEX Exhibit No. Description - ---------- ----------- 1.1. Specimen of certificate evidencing Registrant's Common Stock, par value $.001. 99.1 Description of Securities. 2.1. Certificate of Incorporation of the Registrant.* 2.2. By-laws of the Registrant.*
- ---------------------- *Filed as an exhibit to the Registrant's Registration Statement on Form S-1 (File No. 333-3378) originally filed with the Commission on April 11, 1996. EX-1.1 2 SPECIMEN OF CERTIFICATE 1 Exhibit 1.1 CERTIFICATE OF STOCK INCORPORATED UNDER THE LAWS SEE REVERSE FOR OF THE STATE OF DELAWARE CERTAIN DEFINITIONS NUMBER SHARES -------------- ------------ VRI [LOGO] VIRUS RESEARCH INSTITUTE, INC. CUSIP 927920 10 4 THIS IS TO CERTIFY THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF THE PAR VALUE OF $.001 PER SHARE OF - ------------------------VIRUS RESEARCH INSTITUTE, INC.-------------------------- (hereinafter called the "Corporation ")transferable on the books of the Corporation by said owner in person or by duly authorized attorney, upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent. Witness, the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: /s/ William A. Packer /s/ J. Barrie Ward SECRETARY Chairman COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY TRANSFER AGENT AND REGISTRAR. BY: AUTHORIZED SIGNATURE 2 The Corporation is authorized to issue more than one class of stock. The Corporation will furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM- as tenants in common TEN ENT- as tenants by the entireties JT TEN- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT-___________________ Custodian ________________ (Cust) (Minor) under Uniform Gifts to Minors Act ___________ ____________________ (State) Additional abbreviations may also be used though not in the above list. For Value received, __________________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _______________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ _________________________________________________________________________ shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ____________________________________ Attorney to transfer the said stock or the bonds of the within named Corporation with full power of substitution in the promises. Dated ________________________________ ____________________________________________________ NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER. IMPORTANT: SIGNATURE(S) MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF A SELECTED NATIONAL STOCK EXCHANGE OR BY A COMMERCIAL BANK OR A TRUST COMPANY. EX-99.1 3 DESCRIPTION OF SECURITIES 1 DESCRIPTION OF CAPITAL STOCK Upon the completion of this offering, the authorized capital stock of the Company will consist of 30,000,000 shares of Common Stock, par value $.001 per share, and 5,000,000 shares of Preferred Stock, par value $.001 per share. COMMON STOCK At May 10, 1996, there were 6,453,506 shares of Common Stock outstanding (after giving effect to a one-for-three reverse stock split and assuming conversion of all outstanding Preferred Stock and the Convertible Notes), held by 41 stockholders of record. Holders of Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. Subject to preferences that may be applicable to any then outstanding Preferred Stock, holders of Common Stock are entitled to receive ratably such dividends as may be declared by the Board of Directors out of funds legally available therefor. In the event of a liquidation, dissolution or winding up of the Company, holders of Common Stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any then outstanding Preferred Stock. Holders of Common Stock have no preemptive rights and no right to convert their Common Stock into any other securities. There are no redemption or sinking fund provisions applicable to the Common Stock. All outstanding shares of Common Stock are, and all shares of Common Stock to be outstanding upon completion of this offering will be, validly issued, fully paid and nonassessable. All shares of Common Stock issuable upon conversion of the outstanding shares of Preferred Stock and upon exercise of warrants will be, upon such conversion or exercise, validly issued, fully paid and nonassessable. PREFERRED STOCK All outstanding shares of Preferred Stock will automatically convert into shares of Common Stock upon consummation of this offering on the basis of one share of Common Stock for each three shares of Preferred Stock. Such shares will be retired and will not be available for reissuance. See Note G of Notes to Financial Statements for a description of the currently outstanding Preferred Stock. Accordingly, following the completion of this offering, no shares of Preferred Stock will be outstanding and all Preferred Stock warrants will be converted into warrants to purchase Common Stock. The Company intends to file an amendment to its Certificate of Incorporation prior to the consummation of this offering authorizing the issuance of an additional 5,000,000 shares of Preferred Stock. The Board of Directors, within the limitations and restrictions contained in the Certificate of Incorporation and without further action by the Company's stockholders, will have the authority to issue up to 5,000,000 additional shares of Preferred Stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any series or the designation of such series. The issuance of Preferred Stock could adversely affect the voting power of holders of Common Stock and could have the effect of delaying, deferring or preventing a change in control of the Company. The Company has no present plan to issue any shares of preferred stock. WARRANTS At May 10, 1996, the Company had outstanding: (i) warrants to purchase an aggregate of 33,570 shares of Common Stock at an exercise price of $0.96 per share, exercisable through February 9, 2004, (ii) warrants to purchase an aggregate of 66,667 shares of Common Stock at an exercise price of $1.95 per share, exercisable through December 14, 2005, (iii) warrants to purchase an aggregate of 16,829 shares of Common Stock at an exercise price of $3.09 per share and an aggregate of 2,284 shares of Common Stock at an exercise price of $4.80 per share, all of which will expire upon the closing of this offering if not exercised prior to such time, and (iv) warrants to purchase an aggregate of 11,000 shares of Common Stock at an exercise price of $9.60 per share (assuming an initial public offering price of $12 per share), exercisable though April 2, 2001. Certain of these warrants are entitled to the benefit of anti-dilution protection under certain circumstances. -----END PRIVACY-ENHANCED MESSAGE-----