As filed with the Securities and Exchange Commission on July 22, 1997
Registration No. ___-_____
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
THE SECURITIES EXCHANGE ACT OF 1934
----------------------------------------
DURA PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 95-3645543
----------------------- -----------------------------------
(State of incorporation (I.R.S. Employer Identification No.)
or organization)
5880 PACIFIC CENTER BOULEVARD
SAN DIEGO, CALIFORNIA 92121
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent
the following box. / / registration statement under the
Securities Act of 1933 pursuant
to General Instruction A(c)(2)
please check the following
box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
Not applicable Not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
- -------------------------------------------------------------------------------
(Title of class)
- -------------------------------------------------------------------------------
(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The holders of Common Stock are entitled to one vote for each
share held of record on all matters submitted to a vote of the
shareholders. Subject to the prior or equal rights of holders of all
classes of stock at the time outstanding having prior or equal rights
as to dividends, the holders of the Common Stock are entitled to
receive, when and as declared by the Board of Directors, out of any
assets of the Company legally available therefor, such dividends as
may be declared from time to time by the Board of Directors. In the
event of liquidation, dissolution or winding up of the Company,
holders of Common Stock are entitled to share ratably in all assets
remaining after payment of liabilities and the liquidation preference
of any outstanding Preferred Stock. Holders of Common Stock have no
preemptive rights and no right to convert their Common Stock into any
other securities. All outstanding shares of Common Stock are fully
paid and nonassessable.
ITEM 2. EXHIBITS.
The following exhibits to this Registration Statement on Form 8-A are
incorporated by reference to the documents specified which have been or will be
filed with the Securities and Exchange Commission:
1. Certificate of Incorporation, filed as Exhibit 3.2 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997.
2. Bylaws of the Company, filed as Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997.
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.
DURA PHARMACEUTICALS, INC.
Date: July 22, 1997 By: /s/ Cam L. Garner
--------------------------------
Cam L. Garner
Chairman, President and
Chief Executive Officer
3.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM 8-A
UNDER
SECURITIES EXCHANGE ACT OF 1934
DURA PHARMACEUTICALS, INC.
EXHIBIT INDEX
The following exhibits to this Registration Statement on Form 8-A are
incorporated by reference to the documents specified which have been or will be
filed with the Securities and Exchange Commission:
EXHIBIT
NUMBER EXHIBIT
- ------- -------
1. Certificate of Incorporation, filed as Exhibit 3.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1997.
2. Bylaws of the Company, filed as Exhibit 3.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997.