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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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ASCENT PEDIATRICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-3047405
(State or Other Jurisdiction (I.R.S. Employer Identification
of Incorporation or Organization) Number)
187 BALLARDVALE STREET, SUITE B125
(978) 658-2500
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
If this Form relates to the registration of a class If this Form relates to the registration of a
of debt securities and is effective upon filing class of debt securities and is to become
pursuant to General Instruction A.(c)(1), please effective simultaneously with the
check the following box. / / effectiveness of a concurrent registration
statement under the Securities Act of 1933
pursuant to General Instruction A.(c)(2),
please check the following box. / /
Securities Act registration statement file number to which this form relates:
333-79383
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each Exchange on Which
Title of Each Class to be so Registered Each Class is to be Registered
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None.
Securities to be registered pursuant to Section 12(g) of the Act:
Depositary Shares, each representing one share
of Common Stock, $.00004 par value per share,
subject to a call option and evidenced by
a depositary receipt, of Ascent Pediatrics, Inc.*
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(Title of Class)
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*The Depositary Shares of Ascent Pediatrics, Inc. (the "Company"), each
representing one share of Common Stock, $.00004 par value, of the Company (the
"Common Stock"), subject to a certain stock purchase option (the "Call Option")
held by Alpharma USPD, Inc. ("Alpharma") and evidenced by a depositary receipt,
will be traded on the OTC Bulletin Board only through the date on which the Call
Option is exercised or expires unexercised.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Depositary Shares, each representing one share of
Common Stock of the Company subject to the Call Option and evidenced by a
depositary receipt, is contained in the Company's Registration Statement on
Form S-4 (File No. 333-79383) (the "S-4 Registration Statement") under the
headings "Proposal 1 - The Merger -- The Depositary Agreement -- Rights of
a Holder of Depositary Shares" and "-- The Call Option", and such
description is hereby incorporated by reference. The Depositary Shares
offered pursuant to the S-4 Registration Statement will be subject to the
Call Option held by Alpharma in accordance with the terms of a merger
agreement and related master agreement and depositary agreement. Pursuant
to the terms of the Call Option, Alpharma has the right to purchase all
outstanding shares of the Company's Common Stock by notifying the Company
of its election to exercise the Call Option at any time during the 20-day
period (subject to extension in certain circumstances) following the
delivery to Alpharma of the Company's audited financial statements for the
2001 fiscal year.
ITEM 2. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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2(1) Agreement and Plan of Merger dated as of February 16, 1999 by and
between the Registrant and Bird Merger Corporation.
3.1(2) Amended and Restated Certificate of Incorporation of the
Registrant.
3.2(3) Certificate of Designation, Voting Powers, Preferences and Rights
of Series G Convertible Exchangeable Preferred Stock of the
Registrant.
3.3(2) Amended and Restated By-Laws of the Registrant.
4.1(2) Specimen Certificate for shares of Common Stock, $.00004 par
value, of the Registrant.
4.2(1) Form of Depositary Receipt (included in Exhibit 10.1).
10.1(1) Depositary Agreement dated as of February 16, 1999 by and among
the Registrant, Alpharma and State Street Bank and Trust Company
(included in Exhibit 2.1).
10.2(1) Master Agreement dated as of February 16, 1999 by and among the
Registrant, Alpharma and Alpharma, Inc. (included in Exhibit
2.1).
10.3(1) Loan Agreement dated as of February 16, 1999 by and among the
Registrant, Alpharma and Alpharma, Inc.
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(1) Incorporated herein by reference to the Exhibits to the Registrant's
Current Report on Form 8-K filed with the Securities and Exchange
Commission (the "Commission") on February 22, 1999.
(2) Incorporated herein by reference to Exhibits to the Registrant's
Registration Statement on Form S-1 (File No. 333-23319).
(3) Incorporated herein by reference to the Exhibits to the Registrant's
Current Report on Form 8-K filed with the Commission on June 2, 1998.
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, thereunto duly authorized.
ASCENT PEDIATRICS, INC.
Date: May 27, 1999 By: /s/ Alan R. Fox
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Alan R. Fox
President and Chief Executive Officer