SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(AMENDMENT NO. 1)
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12 (g) of The
Securities Exchange Act of 1934
ZONAGEN, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0233274
(State of incorporation or organization) (I.R.S. Employer Identification No.)
2408 TIMBERLOCH PLACE, SUITE B-4
THE WOODLANDS, TEXAS 77380
(Address of principal executive office) (Zip Code)
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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Rights to purchase Series One Pacific Stock Exchange
Junior Participating Preferred Stock
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. [ ]
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. [ ]
Securities Act registration statement file number to which this form relates:
not applicable.
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED: EACH CLASS IS TO BE REGISTERED:
-------------------- -------------------------------
Rights to purchase Series One Nasdaq National Market
Junior Participating Preferred Stock
This amendment amends the Company's registration statement on Form 8-A
(the "Form 8-A") filed with the Commission on September 3, 1999.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Item 1 of the Registrant's Form 8-A is hereby amended as follows:
Zonagen, Inc. (the "Company") has amended its Rights Agreement dated as of
September 1, 1999 between the Company and Harris Trust and Savings Bank ("Harris
Trust"), as Rights Agent. The First Amendment to Rights Agreement dated
September 6, 2002 was entered into by the Company, Harris Trust and
Computershare Investor Services, LLC ("Computershare") whereby the Company
removed Harris Trust as Rights Agent and appointed Computershare as successor
Rights Agent. In addition, the Company extended the expiration date of the
Rights Agreement three years to September 13, 2005.
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)+ Restated Certificate of Incorporation (incorporated by reference
to Exhibit 3.3 to the Company's Registration Statement on Form
SB-2 (No. 33-57728-FW), as amended).
3.1(b)+ Certificate of Designation of Series One Junior Participating
Preferred Stock dated September 2, 1999 (incorporated by
reference to Exhibit A to Exhibit 4.1 to the Form 8-A).
3.2+ Restated Bylaws of the Company (incorporated by reference to
Exhibit 3.4 to the Company's Registration Statement on Form SB-2
(No. 33-57728-FW), as amended).
4.1+ Rights Agreement dated September 1, 1999 between the Company and
Computershare (as successor in interest to Harris Trust and
Savings Bank), as Rights Agent (incorporated by reference to
Exhibit 4.1 to the Form 8-A).
4.2+ Form of Rights Certificate (incorporated by reference to Exhibit
B to Exhibit 4.1 to the Form 8-A).
4.3* First Amendment to Rights Agreement, dated as of September 6,
2002, between the Company, Harris Trust and Computershare.
+ 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 Registration Statement
on Form 8-A to be signed on its behalf by the undersigned, thereunto duly
authorized.
ZONAGEN, INC.
Dated: September 10, 2002 By: /s/ Louis Ploth, Jr.
---------------------------------------
Louis Ploth, Jr.
Vice President, Business Development
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No.
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3.1(a)+ Restated Certificate of Incorporation (incorporated by reference
to Exhibit 3.3 to the Company's Registration Statement on Form
SB-2 (No. 33-57728-FW), as amended).
3.1(b)+ Certificate of Designation of Series One Junior Participating
Preferred Stock dated September 2, 1999 (incorporated by
reference to Exhibit A to Exhibit 4.1 to the Form 8-A).
3.2+ Restated Bylaws of the Company (incorporated by reference to
Exhibit 3.4 to the Company's Registration Statement on Form SB-2
(No. 33-57728-FW), as amended).
4.1+ Rights Agreement dated September 1, 1999 between the Company and
Computershare (as successor in interest to Harris Trust and
Savings Bank), as Rights Agent (incorporated by reference to
Exhibit 4.1 to the Form 8-A).
4.2+ Form of Rights Certificate (incorporated by reference to Exhibit
B to Exhibit 4.1 to the Form 8-A).
4.3* First Amendment to Rights Agreement, dated as of September 6,
2002, between the Company, Harris Trust and Computershare.
+ Incorporated herein by reference.
* Filed herewith.