-----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, JWYXwB9K8kW/IFgXF8KEyTQUBuMy02E7400QngtgL02TrP60KSD9PdFPWLYrKEmT IjtMppqspd3kwVwzDqG/RA== 0000912057-96-022421.txt : 19961011 0000912057-96-022421.hdr.sgml : 19961011 ACCESSION NUMBER: 0000912057-96-022421 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961010 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AVIRON CENTRAL INDEX KEY: 0000949173 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 770309686 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-20815 FILM NUMBER: 96641479 BUSINESS ADDRESS: STREET 1: 297 N BERNARDO AVE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 4159196500 MAIL ADDRESS: STREET 1: 297 NORTH BERNARDO AVE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 8-A12G 1 8-A12G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Aviron - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) California 77-0306986 ------------------------------ ------------------------------ (State of Incorporation or Organization) (I.R.S. Employer Identification no.) 297 North Bernardo Avenue, Mountain View, California 94043 - ----------------------------------------------------- ------------ (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 A(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 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 to Name of Each Exchange on Which be so Registered Each Class is to be Registered ---------------------- ------------------------------ NONE NONE ---------------------- ------------------------------ Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value - -------------------------------------------------------------------------------- (Title of class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. A description of the Common Stock to be registered hereunder is contained in the section entitled "Description of Capital Stock," commencing at page 65 of the Prospectus included in the Registrant's Form S-1 Registration Statement, No. 333-05209, as amended, filed with the Securities and Exchange Commission (the "Commission") on June 5, 1996, and is incorporated herein by reference. ITEM 2. EXHIBITS. Exhibit Number Description ------- ----------- 3.1 Amended and Restated Articles of Incorporation, as amended. (1) 3.2 Amendment to the Amended and Restated Articles of Incorporation of the Registrant. (2) 3.3 Bylaws of the Registrant. (1) 3.4 Form of Certification of Incorporation of the Registrant to be effective upon reincorporation in Delaware. (3) 3.5 Form of Bylaws of the Registrant to be effective upon reincorporation in Delaware. (3) 3.6 Form of Restated Certificate of Incorporation of the Registrant, to be filed after completion of this offering. (3) 4.2 Specimen Stock Certificate. (3) 4.8 Investors Rights Agreement, dated July 18, 1995, among the Registrant and the investors named therein. (1) 10.4 Stock Transfer Agreement between the Registrant and the Regents of the University Michigan, dated February 24, 1995. (1) ------------------------------ (1) Filed as an exhibit to Registrant's Form S-1 Registration Statement, with exhibit number same as above, and incorporated herein by reference. (2) Filed as an exhibit to Amendment No. 1 to Registrant's Form S-1 Registration Statement, with exhibit number same as above, and incorporated herein by reference. (3) Filed as an exhibit to Amendment No. 2 to Registrant's Form S-1 Registration Statement, with exhibit number same as above, and incorporated herein by reference. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Aviron --------------------------- (Registrant) Date: October 8, 1996 By: /s/ J. Leighton Read, M.D. ---------------------------- J. Leighton Read, M.D. Chairman and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----