UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934
Unigene Laboratories, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 22-2328609 |
| (State of incorporation or organization) | (IRS Employer Identification No.) |
| 81 Fulton Street, Boonton, New Jersey | 07005 |
| (Address of principal executive offices) | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act: None.
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 to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. x
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:
Common Stock Purchase Rights.
(Title of class)
Item 1. Description of Registrant’s Securities to be Registered
In connection with the execution and delivery of the Forbearance Agreement and First Amendment to Amended and Restated Financing Agreement, dated as of September 21, 2012, by and among Unigene Laboratories, Inc. (the “Company”), Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”), and the financial institutions party thereto (the “Lenders” and, together with any Related Funds (as defined in that certain Amended and Restated Financing Agreement, dated as of March 16, 2010, by and among the Company, the Agent and the Lenders (the “Financing Agreement”)) and each of their respective Affiliates (as defined in the Financing Agreement), successors and assigns, collectively, the “VPC Parties”), together with the Senior Secured Convertible Notes issuable thereunder (the “Convertible Notes”) and all other exhibits and schedules thereto, and as the same may have been and may hereafter be amended, restated, modified and supplemented from time to time, the “Forbearance Agreement,” and such amendment and the transactions contemplated by the Forbearance Agreement, herein referred to as the “2012 Restructuring”, the Company and Registrar and Transfer Company, as rights agent (the “Rights Agent”), entered into the Second Amendment to Rights Agreement (the “Second Amendment”), dated as of September 21, 2012, immediately prior to and in connection with the execution and delivery of the Forbearance Agreement. The Rights Agreement between the Company and the Rights Agent, dated as of December 20, 2002 (the “Rights Agreement”), is attached as Exhibit 1.1 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission (the “SEC”) on December 23, 2002. The Amendment to Rights Agreement (the “First Amendment”), dated as of March 16, 2010, is attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 17, 2010. The Second Amendment is included as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2012. The description of the Second Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, the First Amendment and the Second Amendment, which are incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Rights Agreement, unless otherwise provided herein.
The Second Amendment amended the Rights Agreement to provide, among other things, that none of the VPC Parties shall be, or be deemed to be, an Acquiring Person, either individually or collectively, by virtue of, and no holder of Rights shall be entitled to exercise such Rights solely by reason of, and certain sections of the Rights Agreement will not apply to, or be triggered by, (i) the approval, execution, delivery or performance of the Forbearance Agreement, (ii) the public announcement of the 2012 Restructuring, (iii) the consummation of the 2012 Restructuring, (iv) the acquisition of Beneficial Ownership of Common Stock by any VPC Party (A) in connection with the 2012 Restructuring, (B) upon conversion of the Convertible Notes, (C) upon the First Amendment Stockholder Approval or the Second Filing (each as defined in the Forbearance Agreement), or (D) otherwise pursuant to the Forbearance Agreement, or (v) the VPC Parties’ ownership of the Securities (as defined in the Financing Agreement) or any other securities of the Company.
Item 2. Exhibits
The following exhibits are filed as part of this Registration Statement:
| 4.1 | Rights Agreement dated as of December 20, 2002 between Unigene Laboratories, Inc. and Registrar and Transfer Company, as Rights Agent, which includes as Exhibit A the Form of Right Certificate, incorporated by reference to Exhibit 1.1 to the Registrant’s Registration Statement on Form 8-A filed on December 23, 2002. |
| 4.2 | Amendment to Rights Agreement, dated as of March 16, 2010, between Unigene Laboratories, Inc. and Registrar and Transfer Company, as Rights Agent, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on March 17, 2010. |
| 4.3 | Second Amendment to Rights Agreement, dated as of September 21, 2012, between Unigene Laboratories, Inc. and Registrar and Transfer Company, as Rights Agent, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on September 26, 2012. |
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.
| | UNIGENE LABORATORIES, INC. | |
| | | | |
| | By: | /s/ ASHLEIGH PALMER | |
| | | Ashleigh Palmer | |
| | | Chief Executive Officer | |
| | | | |
Date: September 26, 2012
EXHIBIT INDEX
| 4.1 | Rights Agreement dated as of December 20, 2002 between Unigene Laboratories, Inc. and Registrar and Transfer Company, as Rights Agent, which includes as Exhibit A the Form of Right Certificate, incorporated by reference to Exhibit 1.1 to the Registrant’s Registration Statement on Form 8-A filed on December 23, 2002. |
| 4.2 | Amendment to Rights Agreement, dated as of March 16, 2010, between Unigene Laboratories, Inc. and Registrar and Transfer Company, as Rights Agent, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on March 17, 2010. |
| 4.3 | Second Amendment to Rights Agreement, dated as of September 21, 2012, between Unigene Laboratories, Inc. and Registrar and Transfer Company, as Rights Agent, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on September 26, 2012. |
