Sonus Pharmaceuticals Inc - Amended Securities Registration (section 12(g)) (8-A12G/A)
May 30 2008 - 6:30AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form 8-A/A
Amendment No. 3
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of
the
Securities Exchange Act of 1934
SONUS PHARMACEUTICALS, INC.
(Exact name of registrant as
specified in its charter)
Delaware
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95-4343413
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1522 217
th
Place SE, Suite 100
Bothell, Washington 98021
(Address, including zip
code, of principal executive offices)
Securities to be registered pursuant to Section 12(b) of
the Act:
Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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Rights to Purchase
Series A Junior Participating Preferred Stock
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The NASDAQ Stock Market LLC
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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.
x
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.
o
Securities Act registration statement file number to
which this Form relates: Not applicable
Securities to be registered pursuant to Section 12(g) of
the Act: Not applicable
The undersigned registrant
hereby amends its Registration Statement on Form 8-A/A filed on July 25,
2002, as amended by Amendment No. 1 on October 18, 2005 and Amendment
No. 2 on August 14, 2006, by adding the information set forth below.
ITEM 1.
DESCRIPTION OF REGISTRANTS
SECURITIES TO BE REGISTERED
Effective May 27, 2008,
Sonus Pharmaceuticals, Inc., a Delaware corporation (the Company),
executed a Third Amendment to Amended and Restated Rights Agreement (the Third
Amendment) with Computershare Trust Company, N.A, as Rights Agent, which
amended that certain Amended and Restated Rights Agreement, dated as of July 24,
2002, by and between the Company and U.S. Stock Transfer Corporation, as
predecessor Rights Agent (the Amended and Restated Rights Agreement), as
amended by the First Amendment to Amended and Restated Rights Agreement, dated October 17,
2005 (the First Amendment), and the Second Amendment to Amended and Restated
Rights Agreement, dated August 10, 2006 (the Second Amendment). The
Amended and Restated Rights Agreement, First Amendment, Second Amendment and
Third Amendment are collectively referred to herein as the Rights Agreement. Any
capitalized terms used but not defined herein shall have the meaning assigned
thereto in the Rights Agreement.
The Third Amendment provides
that (i) neither OncoGenex Technologies Inc., a corporation existing under
the federal laws of Canada (OncoGenex), nor any of its Affiliates,
Associates, securityholders or group of securityholders shall be deemed an
Acquiring Person as a result of the approval and execution of that certain
Arrangement Agreement, dated as of May 27, 2008, by and between the
Company and OncoGenex (as the same may be amended from time to time, the Arrangement
Agreement) or the completion of the transactions contemplated thereunder, and (ii) no
Stock Acquisition Date, Distribution Date or Triggering Event shall be deemed
to have occurred solely as a result of the approval and execution of the
Arrangement Agreement or the completion of the transactions contemplated
thereunder. The foregoing description of the Third Amendment does not purport
to be complete and is qualified in its entirety by reference to the full text
of the Third Amendment, a copy of which was filed as Exhibit 4.1 to Form 8-K,
filed with the Securities and Exchange Commission on May 30, 2008, and is
incorporated herein by this reference.
The Amended and Restated
Rights Agreement was filed as Exhibit 2.1 to Form 8-A/A, filed with
the Securities and Exchange Commission on July 25, 2002. The First
Amendment was filed as Exhibit 2 to Form 8-A/A filed with the
Securities and Exchange Commission on October 18, 2005. The Second Amendment
was filed as Exhibit 3 to Form 8-A/A, filed with the Securities and
Exchange Commission on August 14, 2006. A copy of the Rights Agreement is
available to stockholders of the Company free of charge by directing a request
to: Sonus Pharmaceuticals, Inc., 1522 217th Place SE, Suite 100, Bothell,
WA 98021, Phone (425) 686 1500, Fax (425) 686-1600, Attention:
Investor Relations.
This summary description of
the Rights does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, which is incorporated herein by this
reference.
ITEM 2.
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EXHIBITS
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1.
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Amended and Restated Rights Agreement dated
July 24, 2002, by and between the Company and U.S. Stock Transfer
Corporation, as Rights Agent, which includes as Exhibit A thereto a
Certificate of Designation for the Preferred Stock and as Exhibit B a
form of Rights Certificate (Incorporated by reference to Exhibit 2.1 to
Form 8-A/A filed with the Securities and Exchange Commission on
July 25, 2002).
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2.
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First Amendment to Amended and Restated Rights
Agreement dated October 17, 2005, by and between the Company and U.S.
Stock Transfer Corporation, as Rights Agent (Incorporated by reference to
Exhibit 2 to Form 8-A/A filed with the Securities and Exchange
Commission on October 18, 2005).
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3.
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Second Amendment to Amended and Restated Rights
Agreement dated August 10, 2006, by and between the Company and U.S.
Stock Transfer Corporation, as Rights Agent (Incorporated by reference to
Exhibit 3 to Form 8-A/A filed with the Securities and Exchange
Commission on August 14, 2006).
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4.
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Third Amendment to Amended and Restated Rights
Agreement dated May 27, 2008, by and between the Company and
Computershare Trust Company, N.A, as Rights Agent (Incorporated by reference
to Exhibit 4.1 to Current Report on Form 8-K filed with the
Securities and Exchange Commission on May 30, 2008).
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2
SIGNATURE
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.
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SONUS PHARMACEUTICALS, INC.
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By:
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/s/ Alan Fuhrman
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Alan Fuhrman
Senior Vice President and
Chief Financial
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Officer
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Date: May 30, 2008
3
EXHIBIT INDEX
Exhibit No.
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Exhibit
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1.
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Amended and
Restated Rights Agreement dated July 24, 2002, by and between the
Company and U.S. Stock Transfer Corporation, as Rights Agent, which includes
as Exhibit A thereto a Certificate of Designation for the Preferred
Stock and as Exhibit B a form of Rights Certificate. (Incorporated by
reference to Exhibit 2.1 to Form 8-A/A filed with the Securities
and Exchange Commission on July 25, 2002).
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2.
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First Amendment
to Amended and Restated Rights Agreement dated October 17, 2005, by and
between the Company and U.S. Stock Transfer Corporation, as Rights Agent.
(Incorporated by reference to Exhibit 2 to Form 8-A/A filed with
the Securities and Exchange Commission on October 18, 2005).
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3.
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Second Amendment
to Amended and Restated Rights Agreement dated August 10, 2006, by and
between the Company and U.S. Stock Transfer Corporation, as Rights Agent.
(Incorporated by reference to Exhibit 3 to Form 8-A/A filed with
the Securities and Exchange Commission on August 14, 2006).
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4.
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Third Amendment
to Amended and Restated Rights Agreement dated May 27, 2008, by and
between the Company and Computershare Trust Company, N.A, as Rights Agent
(Incorporated by reference to Exhibit 4.1 to Current Report on
Form 8-K filed with the Securities and Exchange Commission on
May 30, 2008).
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4
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