1 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 --------------------- ANTHRA PHARMACEUTICALS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 22-3007972 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR IDENTIFICATION ORGANIZATION) NUMBER) 103 CARNEGIE CENTER, SUITE 102 08540 PRINCETON, NEW JERSEY (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) --------------------- 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. |X| Securities Act registration statement file number to which this form relates: 333-47725. Securities to be registered pursuant to Section 12(b) of the Exchange Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ Units, each consisting of one (1) share Boston Stock Exchange of Common Stock and one (1) Class A Redeemable Common Stock Purchase Warrant Common Stock underlying the Units Boston Stock Exchange and underlying the Class A Redeemable Common Stock Purchase Warrants Class A Redeemable Common Stock Purchase Boston Stock Exchange Warrants underlying the Units Securities to be registered pursuant to Section 12(g) of the Exchange Act: Units, each consisting of one (1) share of Common Stock and one (1) Class A Redeemable Common Stock Purchase Warrant Common Stock underlying the Units and underlying the Class A Redeemable Common Stock Purchase Warrants Class A Redeemable Common Stock Purchase Warrants underlying the Units 2 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. A complete description of the securities of Anthra Pharmaceuticals, Inc. (the "Registrant"), which are to be registered hereunder is contained under the caption "Description of Securities" in the Registration Statement on Form S-1 (File No. 333-47725) filed by the Registrant with the Securities and Exchange Commission on March 11, 1998, as amended from time to time. Such description is hereby incorporated by reference. ITEM 2. EXHIBITS. The following exhibits are filed herewith (or incorporated by reference as indicated below): Exhibit Number Description -------------- ----------- 1 Amended and Restated Certificate of Incorporation of the Registrant. Reference is made to Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-47725) of the Registrant, as amended. 2 Bylaws of the Registrant. Reference is made to Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 333-47725) of the Registrant, as amended. 3 Specimen Common Stock Certificate. Reference is made to Exhibit 4.2 to the Registration Statement on Form S-1 (File No. 333-47725) of the Registrant, as amended. 4 Fifth Amended and Restated Registration Rights Agreement dated October 14, 1997, by and among the Company, Advanced Technology Ventures III, L.P., Sevin Rosen Fund III, L.P., Allstate Insurance Company, Allstate Life Insurance Company, Aperture Associates, L.P., Schering Berlin Venture Corporation, Prodesfarma, S.A. and Nycomed Pharma AS. Reference is made to Exhibit 4.3 to the Registration Statement on Form S-1 (File No. 333-47725) of the Registrant, as amended. 5 Form of Unit and Warrant Agreement between the Company and American Stock Transfer & Trust Company. Reference is made to Exhibit 4.4 to the Registration Statement on Form S-1 (File No. 333-47725) of the Registrant, as amended. 6 Form of Underwriter's Option Agreement for Units by and between the Company and Janssen/Meyers Associates, L.P. Reference is made to Exhibit 4.5 to the Registration Statement on Form S-1 (File No. 333-47725) of the Registrant, as amended. 7 Form of Warrant Certificate. Reference is made to Exhibit 4.6 to the Registration Statement on Form S-1 (File No. 333-47725) of the Registrant, as amended. 8 Form of Unit Certificate. Reference is made to Exhibit 4.7 to the Registration Statement on Form S-1 (File No. 333-47725) of the Registrant, as amended. 9 Form of Promotional Shares Lock-In Agreement between the Company and each Director and executive officer of the Company. Reference is made to Exhibit 4.8 to the Registration Statement on Form S-1 (File No. 333-47725) of the Registrant, as amended. 10 1990 Stock Plan, as amended. Reference is made to Exhibit 10.13 to the Registration Statement on Form S-1 (File No. 333-47725) of the Registrant, as amended. 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. ANTHRA PHARMACEUTICALS, INC. By: /s/ Michael C. Walker Name: Michael C. Walker Title: President and Chief Executive Officer (Principal Executive Officer) Date: November 24, 1998