-----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, COAJo5BcebwJTh9+vKRRNuvberNaLVHDtMlBH0PmpxkBbwRmN3gnarbAxoXO+YxT /fVmP8vYmk9PRFdGwKFcbw== 0000891020-97-001011.txt : 19970730 0000891020-97-001011.hdr.sgml : 19970730 ACCESSION NUMBER: 0000891020-97-001011 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970729 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TARGETED GENETICS CORP /WA/ CENTRAL INDEX KEY: 0000921114 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 911549568 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-23930 FILM NUMBER: 97646971 BUSINESS ADDRESS: STREET 1: 1100 OLIVE WAY STREET 2: STE 100 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2066237612 MAIL ADDRESS: STREET 1: 1100 OLIVE WAY STREET 2: STE 100 CITY: SEATTLE STATE: WA ZIP: 98101 8-A12G/A 1 FORM 8-A12G/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON 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 TARGETED GENETICS CORPORATION ----------------------------- (Exact name of Registrant as specified in its charter) Washington 91-1549568 - ---------------------------------------- ------------------------------------ (State of incorporation or organization) (I.R.S. Employer Identification No.) 1100 Olive Way, Suite 100 Seattle, Washington 98101 - ----------------------------------------- ----------------------------------- (Address of principal executive offices) (Zip Code) If this Form relates to the If this Form relates to the registration of a class of debt registration of a class of debt securities and is effective upon securities and is to become filing pursuant to General simultaneously with the Instruction A(c)(1) please check effectiveness of a concurrent the following box. [ ] registration statement under the Securities Act of 1933 pursuant to General Instruction 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 so Registered Each Class is to be Registered ------------------- ------------------------------ Securities to be registered pursuant to Section 12(g) of the Act: Warrants to purchase shares of Common Stock, par value $.01, of Targeted Genetics Corporation Page 1 of 4 Exhibit Index on Page 4 2 FORM 8-A/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON FORM 8-A TARGETED GENETICS CORPORATION ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED For a description of the Warrants being registered, reference is made to the section entitled "Warrants" contained in the Prospectus dated July 10, 1995 contained in the Registrant's Registration Statement on Form S-1 (the "Registration Statement"), File No. 33-91500. A copy of page 48 of the Prospectus is attached as Exhibit 3.1 to this filing pursuant to Rule 12b-23 under the Securities Exchange Act of 1934, as amended. ITEM 2. EXHIBITS The following exhibits are filed as a part of this Registration Statement:
Exhibit No. Description Sequential - ----------- ----------- Page No. ---------- 1.1 Warrant Agreement between the Registrant and First Interstate Bank ** of Washington, N.A., as Warrant Agent (Exhibit 4.4) 1.2 Specimen warrant certificate (Exhibit 4.5) ** 1.3 First Amendment to the Warrant Agreement 2.1 Amended and Restated Articles of Incorporation, of the registrant * (Exhibit 3.1) 2.2 Amended and Restated Bylaws of the registrant (Exhibit 3.2) * 3 Section entitled "Warrants" of the Preliminary Prospectus included *** in the Registration Statement on Form S-1 (File #33-91500) originally filed by the Registrant with the Securities and Exchange Commission on April 24, 1995, as amended 3.1 Section entitled "Warrants" of the Prospectus dated July 10, 1995 included in the Registration Statement on Form S-1 (File #33-91500)
- ---------- * Incorporated by reference to the designated exhibit included with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1996. ** Incorporated by reference to the designated exhibit included with the Registrant's Form S-1 Registration Statement (Registration No. 33-91500) filed on April 24, 1995, as amended. *** Incorporated by reference to the designated exhibit included with the Registrant's Amendment No. 1 to Registration Statement on Form 8-A/A dated July 6, 1995. Page 2 3 Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized. TARGETED GENETICS CORPORATION /s/ James A. Johnson -------------------------------------------------- James A. Johnson, Chief Financial Officer Dated: July 29, 1997 Page 3 4 EXHIBIT INDEX
Exhibit No. Description Sequential - ----------- ----------- Page No. ---------- 1.1 Warrant Agreement between the Registrant and First Interstate Bank ** of Washington, N.A., as Warrant Agent (Exhibit 4.4) 1.2 Specimen warrant certificate (Exhibit 4.5) ** 1.3 First Amendment to the Warrant Agreement 2.1 Amended and Restated Articles of Incorporation, of the registrant * (Exhibit 3.1) 2.2 Amended and Restated Bylaws of the registrant (Exhibit 3.2) * 3 Section entitled "Warrants" of the Preliminary Prospectus included *** in the Registration Statement on Form S-1 (File #33-91500) originally filed by the Registrant with the Securities and Exchange Commission on April 24, 1995, as amended 3.1 Section entitled "Warrants" of the Prospectus dated July 10, 1995 included in the Registration Statement on Form S-1 (File #33-91500)
- ---------- * Incorporated by reference to the designated exhibit included with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1996. ** Incorporated by reference to the designated exhibit included with the Registrant's Form S-1 Registration Statement (Registration No. 33-91500) filed on April 24, 1995, as amended. *** Incorporated by reference to the designated exhibit included with the Registrant's Amendment No. 1 to Registration Statement on Form 8-A/A dated July 6, 1995. Page 4 EX-1.3 2 FIRST AMMENDMENT TO THE WARRANT AGREEMENT 1 EXHIBIT 1.3 FIRST AMENDMENT TO THE WARRANT AGREEMENT FIRST AMENDMENT TO THE WARRANT AGREEMENT, dated as of July 24, 1997, between TARGETED GENETICS CORPORATION, a Washington corporation (the "Company"), and CHASEMELLON SHAREHOLDER SERVICES, as warrant agent (the "Warrant Agent" or "ChaseMellon"). All capitalized terms used herein but not defined shall have the meanings given them in the Warrant Agreement. RECITALS A. The Company and First Interstate Bank of Washington, N.A. ("First Interstate") entered into that certain Warrant Agreement dated as of July 7, 1995 (the "Warrant Agreement") with respect to the Warrants issued by the Company in connection with its units offering pursuant to a registration statement filed with the Securities and Exchange Commission and dated April 24, 1995, and declared effective on July 7, 1995 (the "Warrants"). B. ChaseMellon is the successor in interest to First Interstate under the Warrant Agreement. C. Currently the Warrants are scheduled to expire on July 31, 1997. D. The Company desires to extend the Expiration Date six months. AMENDMENT 1. AMENDMENT OF THE EXERCISE DATE Section 6.1(a) of the Warrant Agreement is hereby amended by deleting "July 31, 1997" and inserting in its place "January 31, 1998". 2. CONFIRMATION This First Amendment shall be construed in connection with and as part of the Warrant Agreement, and, except as expressly modified herein, all terms, conditions and covenants contained in the Warrant Agreement are hereby confirmed and shall remain in full force and effect. 3. COUNTERPARTS This First Amendment may be executed in any number of counterparts, and all such counterparts shall constitute one amendment binding on both parties and shall have the same force and effect as an original instrument, notwithstanding that both parties may not be signatories to the same original or the same counterpart. 2 IN WITNESS WHEREOF, the parties hereto have cause this First Amendment to be executed as of the first date written above. TARGETED GENETICS CORPORATION By: /s/ H. Stewart Parker -------------------------------------- Name: H. Stewart Parker ------------------------------------ Title: President & CEO ----------------------------------- Attest: By: /s/ James A. Johnson ----------------------------------- Name: James A. Johnson --------------------------------- Title: Vice President, Finance & CFO -------------------------------- CHASEMELLON SHAREHOLDER SERVICES By: /s/ Pauline F. Skudler -------------------------------------- Name: Pauline F. Skudler ------------------------------------ Title: Assistant Vice President ----------------------------------- Attest: By: /s/ Ardis "Dee" Henderson ----------------------------------- Name: Ardis "Dee" Henderson --------------------------------- Title: Vice President -------------------------------- EX-3.1 3 SECTION ENTITLED "WARRANTS" FROM PROS DATE 7/10/97 1 EXHIBIT 3.1 WARRANTS The following discussion is not a complete description of the terms of the Warrants and is qualified in its entirety by reference to the Warrant Agreement described below. The Company will issue and sell an aggregate of up to 900,000 Units, each comprised of four shares of Common Stock and one Warrant to purchase one share of Common Stock, to be issued under a Warrant Agreement between Targeted Genetics and First Interstate Bank of Washington, N.A., as Warrant Agent. Such shares of Common Stock and Warrants will be paired for sale as Units and offered to the public upon the terms set forth in this Prospectus. The Warrants will be immediately exercisable upon issuance at an exercise price of $4.68 per share (the "Exercise Price") and will expire on July 31, 1997. From and after the sale and issuance of the Units, the Warrants and the shares of Common Stock will trade separately. The Exercise Price and the number of shares of Common Stock issuable upon exercise of each Warrant will be appropriately adjusted in the event of stock splits, stock combinations, rights offerings or stock or other dividends involving Common Stock. Fractional shares will not be issued upon exercise of the Warrants and, in lieu thereof, a cash adjustment based on the closing price of the Common Stock as reported on the Nasdaq National Market (or as reported on a national securities exchange, if applicable) on the date of exercise will be made. In case of any reclassification or capital reorganization, or in case of any consolidation or merger of Targeted Genetics with or into another corporation or any sale, lease or transfer to another corporation of all or substantially all the assets of Targeted Genetics, the holder of each outstanding Warrant will have the right, upon subsequent exercise of a Warrant, to purchase the kind and amount of shares of stock or other securities and property receivable upon such reclassification, capital reorganization, consolidation, merger, sale, lease or transfer by a holder of the number of shares of Common Stock that would have been received upon the exercise of such Warrant immediately prior thereto, and the Exercise Price will be appropriately adjusted. The Warrants do not confer upon the holder any voting or preemptive rights, or any other rights as a shareholder of Targeted Genetics. The Warrants may be exercised in whole or in part by the surrender of the Warrants to the transfer agent and registrar for the Warrants, with the warrant exercise form set forth on the back of the Warrant certificate duly executed, and accompanied by bank draft, payable to the order of Targeted Genetics, in the amount of the Exercise Price multiplied by the number of shares of Common Stock to be acquired pursuant to such exercise. See "Description of Capital Stock--Transfer Agent and Registrar." No soliciting agent has been engaged by the Company for the purpose of soliciting the exercise of the Warrants. -----END PRIVACY-ENHANCED MESSAGE-----