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 12(g) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
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SPIROS DEVELOPMENT CORPORATION II, INC.
DURA PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 33-0774288, 95-3645543
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(State of incorporation (I.R.S. Employer Identification No.)
or organization)
7475 LUSK BOULEVARD
SAN DIEGO, CA 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 securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective pursuant
pursuant to General Instruction A(c), to General Instruction A(d) please
please check the following box. / / check the following box. x
Securities Act registration statement file number to which this form
relates: 333-37673/37673-01
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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
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Not Applicable Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Units consisting of (a) one share of callable common stock,
par value $.001 per share, of Spiros Development
Corporation II, Inc. and (b) one warrant to purchase
one-fourth of one share of common stock, par value $.001
per share, of Dura Pharmaceuticals, Inc.
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(Title of class)
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(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED.
This registration statement relates to units ("Units") consisting of
(i) one share of callable common stock, par value $.001 per share, of
Spiros Development Corporation II, Inc. ("Spiros Corp. II") and (ii)
one warrant to purchase one-fourth of one share of common stock, par
value $.001 per share, of Dura Pharmaceuticals, Inc. ("Dura"). The
Units are offered pursuant to and are described in that certain
registration statement on Form S-1/S-3 (Registration No. 333-37673 and
333-37673-01) filed with the Securities and Exchange Commission by
Spiros Corp. II and Dura on October 10, 1997, as amended (the
"Registration Statement"), which Registration Statement is hereby
incorporated by reference. In addition, the form of prospectus filed
by the registrant pursuant to Rule 424(b) promulgated under the
Securities Act of 1933, as amended, shall be deemed to be incorporated
by reference into the Registration Statement.
ITEM 2. EXHIBITS.
1. Certificate of Incorporation of Spiros Corp. II, filed as Exhibit
3.1 to the Registration Statement.
2. Form of Amended and Restated Certificate of Incorporation of
Spiros Corp. II to be effective immediately prior to the closing
of the offering of the Units, filed as Exhibit 3.3 to the
Registration Statement.
3. Certificate of Incorporation of Dura, previously filed as, and
hereby incorporated by reference to, Exhibit 3.2 to Dura's Form
10-Q (File No. 000-19809) for the quarterly period ended June 30,
1997, filed on July 15, 1997.
4. Specimen Unit Certificate.
5. Specimen Stock Certificate for Dura Common Stock.
6. Specimen Stock Certificate for Spiros Corp. II Callable Common
Stock.
7. Specimen Stock Certificate for Spiros Corp. II Special Shares.
8. Purchase Option, included in Exhibit 3.3 filed with the
Registration Statement.
9. Form of Warrant Agreement, including Form of Warrant, filed as
Exhibit 4.2 to the Registration Statement.
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.
Date: December 11, 1997 SPIROS DEVELOPMENT CORPORATION II, INC.
By: /s/ Mitchell R. Woodbury
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Mitchell R. Woodbury
Secretary
DURA PHARMACEUTICALS, INC.
By: /s/ Mitchell R. Woodbury
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Mitchell R. Woodbury
Senior Vice President and General
Counsel
3.