SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 MARC PHARMACEUTICALS, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) DELAWARE 13-4169954 - ---------------------------------------- ------------------- (State of Incorporation or Organization) (IRS Employer Identification No.) 350 BEDFORD STREET, STAMFORD, CT 06901 - ---------------------------------------- ------------------- (Address of Principal Executive Offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which each to be so registered class is to be registered - ------------------------------------- --------------------------------------- - ------------------------------------- --------------------------------------- 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 [X] to Section 12(g) of the Exchange X Act and is effective pursuant to General Instruction A.(d), check the following box. Securities Act registration statement file number to which this form related: 333-97687 (if applicable) Securities to be registered pursuant to Section 12(g) of the Act: COMMON STOCK - -------------------------------------------------------------------------------- (Title of class) CLASS A REDEEMABLE WARRANT - -------------------------------------------------------------------------------- (Title of class) CLASS B REDEEMABLE WARRANT - -------------------------------------------------------------------------------- (Title of class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Incorporated by reference from 333-113734. 1 ITEM 27. INDEX TO EXHIBITS: Exhibit No. Description of Exhibit - ----------- ---------------------- 1(a) Form of Placement Agreement 1(b) Form of Placement Agent's Warrant 1(c) Form Placement Agent Registration Rights Agreement 3(a) Articles of Incorporation, as amended 3(b) By Laws 4(a) Form of Common Stock Purchase Class A redeemable Warrant, exercise price $.50 4(b) Form of Common Stock Purchase Class B redeemable Warrant, exercise price $1.00 4(c) Form of Stock Certificate 5 Opinion re: Legality 10(a) Employment Agreement dated January 1, 2004, by and between Marc Pharmaceuticals, Inc. and Robert M. Cohen 10(b) Sponsored Research Agreement, dated June 19, 2002, by and between Marc Pharmaceuticals, Inc. and Weill Medical College of Cornell University 10(c) Sponsored Research Agreement dated January 21, 2004, by and between Marc Pharmaceuticals, Inc. and Weill Medical College of Cornell University 10(d) Exclusive License Agreement dated June 19, 2002, by and between Marc Pharmaceuticals and Cornell Research Foundation, Inc. 10(e) Form Lock-Up Agreement 10(f) Schedule 10(f) identifying lock-up agreements that are substantially similar to Exhibit 10(e) in all material respects except to the parties thereto and the amount of shares of common stock of the company that are locked up 10(g) Form Escrow Agreement 10(h) Form Warrant Agreement 10(i) Consulting Agreement dated September 1, 2002, by and between Marc Pharmaceuticals, Inc. and Dr. Brij B. Saxena 10(j) Consulting Letter Agreement dated January 1, 2004, by and between Marc Pharmaceuticals, Inc. and Joel San Antonio 10(k) Form Subscription Agreement 10(l) Specimen Promissory Note for Loan 10(m) Schedule 10(m) identifying promissory notes that are substantially similar to Exhibit 10(l) in all material respects except to the parties thereto, the date of the note and the amount of the loan 10(n) Promissory Note in favor of Joel San Antonio dated July 18, 2002, as amended 10(o) Agreement of Use, dated March 8, 2004, by and between Marc Pharmaceuticals, Inc. and Warrantech Corporation 10(p) First Amendment to Exclusive License Agreement by and between Marc Pharmaceuticals, Inc. and Cornell Research Foundation, Inc. dated July 30, 2004 10(q) Letter Agreement by and between Marc Pharmaceuticals, Inc. and Weill Medical College of Cornell University dated July 9, 2004 23(a) Consent of Weinick Sanders Leventhal & Co., LLP 23(b) Consent of Tannenbaum Helpern Syracuse & Hirschtritt LLP (included in Exhibit 5) 2 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, thereto duly authorized. MARC PHARMACEUTICALS, INC. SEPTEMBER 21, 2004 -------------------------------------------------------------- (Registrant) Date By: /s/ Robert M. Cohen ------------------------------------- Name: Robert M. Cohen Title: Chief Executive Officer, Chief Financial Officer, President and Secretary 3
