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 12 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ENCHIRA BIOTECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
ENERGY BIOSYSTEMS CORPORATION
(Former name)
DELAWARE 04-3078857
(State of incorporation or organization) (I.R.S. Employer Identification No.)
4200 RESEARCH FOREST DRIVE
THE WOODLANDS, TEXAS 77381
(Address of principal executive office) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
PREFERRED SHARE PURCHASE RIGHTS
(Title of Class)
ITEM 1.DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Item 1 of the registrant's Form 8-A is hereby amended as follows:
The Company has amended its Stockholder Rights Agreement to exclude
from the definition of an "Acquiring Person" (as defined in the Stockholder
Rights Agreement) any registered investment company or registered investment
adviser acquiring or holding shares in the ordinary course of business for its
clients and not for its own benefit for so long as such registered investment
company or registered investment adviser is permitted to report its Beneficial
Ownership (as defined in the Stockholder Rights Agreement) of Common Shares (as
defined in the Stockholder Rights Agreement) on a Schedule 13G filed under the
Securities Exchange Act of 1934, as amended (such registered investment company
or registered investment adviser being hereinafter referred to as a "Schedule
13G Filer"). Additionally, pursuant to the amendment to the Stockholder Rights
Agreement, the Distribution Date shall not be deemed to occur pursuant to
Section 3(a) of the Stockholder Rights Agreement by reason of the consummation
of any transaction described therein by a Schedule 13G Filer. Further,
amendments are made to Section 11(a)(ii) of the Stockholder Rights Agreement to
conform with the amendment excluding a Schedule 13G Filer from the definition of
an Acquiring Person.
ITEM 2. EXHIBITS
The following exhibits to this Registration Statement on Form 8-A/A,
which constitute all constituent instruments defining the rights of the holders
of the Company's Common Stock, including any contracts or other documents which
limit or qualify the rights of such holders, are either filed herewith or are
incorporated by reference from the documents specified, which have been filed
with the Securities and Exchange Commission.
3.1(a)+ Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 2 to Post Effective
Amendment No. 1 (the "1993 8-A Amendment") to the Company's
Registration Statement on Form 8-A as filed with the
Commission on March 15, 1993).
3.1(b)+ Certificate of Amendment to the Amended and Restated
Certificate of Incorporation (incorporated by reference to
Exhibit 3.1 to the Company's Current Report on Form 8-K filed
June 23, 2000).
3.1(c)+ Certificate of Designation of Series One Junior Participating
Preferred Stock (incorporated by reference to Exhibit 3.1(c)
to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994).
3.2+ Bylaws (incorporated by reference to Exhibit 3 to the 1993 8-A
Amendment).
4.1+ Stockholder Rights Agreement, dated March 8, 1995, between the
Company and Society National Bank (predecessor in interest to
Harris Trust & Savings Bank) as Rights Agent (incorporated by
reference to Exhibit 1 to the Company's Registration Statement
on Form 8-A (the "Form 8-A") filed with the Securities and
Exchange Commission on March 13, 1995).
4.2+ Form of Rights Certificate (incorporated by reference to
Exhibit B to the Stockholder Rights Agreement filed as Exhibit
1 to the Form 8-A).
4.3* First Amendment to Stockholder Rights Agreement, dated as of
April 30, 1997, between the Company and Harris Trust & Savings
Bank, as Rights Agent.
4.4* Second Amendment to Stockholder Rights Agreement, dated as of
June 23, 2000, between the Company and Harris Trust & Savings
Bank, as Rights Agent.
+Incorporated herein by reference.
* Filed herewith.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Amendment No. 2 to
Registration Statement on Form 8-A/A to be signed on its behalf by the
undersigned, thereunto duly authorized.
ENCHIRA BIOTECHNOLOGY CORPORATION
By: /s/ Paul G. Brown, III
--------------------------------------------------
Paul G. Brown, III
Vice President, Finance and Administration,
Chief Financial Officer and Secretary
Dated: June 22, 2000
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EXHIBIT INDEX
EXHIBIT NO.
3.1(a)+ Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 2 to Post Effective
Amendment No. 1 (the "1993 8-A Amendment") to the Company's
Registration Statement on Form 8-A as filed with the
Commission on March 15, 1993).
3.1(b)+ Certificate of Amendment to the Amended and Restated
Certificate of Incorporation (incorporated by reference to
Exhibit 3.1 to the Company's Current Report on Form 8-K filed
June 23, 2000).
3.1(c)+ Certificate of Designation of Series One Junior Participating
Preferred Stock (incorporated by reference to Exhibit 3.1(c)
to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994).
3.2+ Bylaws (incorporated by reference to Exhibit 3 to the 1993 8-A
Amendment).
4.1+ Stockholder Rights Agreement, dated March 8, 1995, between the
Company and Society National Bank (predecessor in interest to
Harris Trust & Savings Bank) as Rights Agent (incorporated by
reference to Exhibit 1 to the Company's Registration Statement
on Form 8-A (the "Form 8-A") filed with the Securities and
Exchange Commission on March 13, 1995).
4.2+ Form of Rights Certificate (incorporated by reference to
Exhibit B to the Stockholder Rights Agreement filed as Exhibit
1 to the Form 8-A.
4.3* First Amendment to Stockholder Rights Agreement, dated as of
April 30, 1997, between the Company and Harris Trust & Savings
Bank, as Rights Agent.
4.4* Second Amendment to Stockholder Rights Agreement, dated as of
June 23, 2000, between the Company and Harris Trust & Savings
Bank, as Rights Agent.
+Incorporated herein by reference.
* Filed herewith.
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