UNITED STATES
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
Evotec
Aktiengesellschaft
(Exact name of registrant as specified in its charter)
Germany | N/A | |
(State of incorporation or organization) | (I.R.S. Employer Identification No.) |
Evotec AG
Schnackenburgallee 114
22525 Hamburg
Germany
(49-40) 56-0810
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Exchange Act:
Title of each class | Name of each exchange on which | |
Ordinary shares* and American Depositary Shares, each American Depositary Share represents two (2) ordinary shares | The NASDAQ Stock Market, LLC |
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. ¨ |
Securities Act registration statement file number to which this form relates: File Nos. 333-148488 and 333-148604.
Securities to be registered pursuant to Section 12(g) of the Exchange Act: None.
* | Application made for registration purposes only, not for trading, and only in connection with the registration of the ADSs pursuant to the requirements of the Securities and Exchange Commission. |
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. | Description of Registrant’s Securities to be Registered |
The descriptions under the headings “DESCRIPTION OF EVOTEC ORDINARY SHARES” and “DESCRIPTION OF THE EVOTEC AMERICAN DEPOSITARY SHARES” included in the Registrant’s Registration Statement on Form F-4 (File No. 333-148488), as amended (the “Form F-4”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, are hereby incorporated by reference, together with any amendment to such descriptions that are subsequently filed by the Registrant that constitutes part of the Form F-4.
Item 2. | Exhibits |
The following exhibits are incorporated by reference as indicated below.
Exhibit | Description | |
3.1* | Articles of Association of Evotec AG as amended and restated as of August 15, 2007 (English translation). | |
4.1* | Specimen certificate representing ordinary shares of Evotec AG. | |
4.2+ | Form of Deposit Agreement among Evotec AG, JPMorgan Chase Bank, N.A. and holders and beneficial owners of American Depositary Shares. | |
4.3+ | Form of American Depositary Receipt (included in Exhibit 4.2). |
* | Incorporated by reference to the identically numbered exhibit to the Form F-4. |
+ | Incorporated by reference to the filing on Form F-6 by JPMorgan Chase Bank, N.A., dated January 11, 2008 (File No. 333-148604). |
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.
EVOTEC, AG | ||
By: | /s/ Klaus Maleck | |
Klaus Maleck | ||
Chief Financial Officer | ||
Date: | May 1, 2008 |
Exhibit Index
Exhibit | Description | |
3.1* | Articles of Association of Evotec AG as amended and restated as of August 15, 2007 (English translation). | |
4.1* | Specimen certificate representing ordinary shares of Evotec AG. | |
4.2+ | Form of Deposit Agreement among Evotec AG, JPMorgan Chase Bank, N.A. and holders and beneficial owners of American Depositary Shares. | |
4.3+ | Form of American Depositary Receipt (included in Exhibit 4.2). |
* | Incorporated by reference to the identically numbered exhibit to the Form F-4. |
+ | Incorporated by reference to the filing on Form F-6 by JPMorgan Chase Bank, N.A., dated January 11, 2008 (File No. 333-148604). |