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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
Post-Effective Amendment No. 6
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
La Jolla Pharmaceutical Company
(Exact name of registrant as specified in its charter)
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Delaware
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33-0361285 |
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(State of incorporation or organization)
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(IRS Employer Identification no.) |
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6455 Nancy Ridge Drive, San Diego, California
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92121 |
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(Address of principal executive offices)
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(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Name of each exchange on which |
to be so registered |
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each class is to be registered |
Preferred Stock Purchase Rights
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The Nasdaq Global Market |
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.
þ
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.
o
Securities Act registration statement file number to which this form relates: 000-24274
Securities to be registered pursuant to Section 12(g) of the Act: None.
Explanatory Note
This Amendment No. 6 to Form 8-A/A is being filed by the registrant for the purpose of
amending and supplementing the description of the registrants securities contained in the Form
8-A/A filed by the registrant with the Securities and Exchange Commission on December 4, 2008.
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Item 1. |
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Description of Registrants Securities to be Registered. |
Amendment to Definition of Acquiring Person
The Board of Directors of La Jolla Pharmaceutical Company, a Delaware corporation (the
Corporation) adopted Amendment No. 1 to Amended and Restated Rights Agreement (the
Amendment), effective as of January 20, 2009, to the Corporations existing Amended and
Restated Rights Agreement, dated as of December 2, 2008 (Rights Agreement), by and
between the Corporation and American Stock Transfer & Trust Company, LLC, a New York limited
liability trust company, as Rights Agent.
The purpose of the Amendment was to permit BioMarin Pharmaceutical Inc. (BioMarin)
to acquire shares of the Corporations capital stock pursuant to the Securities Purchase Agreement,
dated as of January 4, 2009, by and between the Corporation and BioMarin without triggering the
rights issued under the Rights Agreement, as described more fully in the Amendment. A copy of the
Amendment is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
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99.1
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Amended and Restated Rights Agreement, dated as of December 2, 2008,
by and between La Jolla Pharmaceutical Company and American Stock
Transfer & Trust Company, LLC, as Rights Agent, which includes as
Exhibit B thereto the Form of Rights Certificate to be distributed to
holders of Rights after the Distribution Date (as that term is
defined in the Rights Agreement) (incorporated by reference to
Exhibit 4.1 to the Form 8-A/A filed by La Jolla Pharmaceutical
Company on December 4, 2008). |
99.2
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Amendment No. 1 to Amended and Restated Rights Agreement, effective
as of January 20, 2009 (incorporated by reference to Exhibit 4.1 to
the Form 8-K filed by La Jolla Pharmaceutical Company on January 26, 2009). |
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.
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La Jolla Pharmaceutical Company
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Date: January 26, 2009 |
By: |
/s/ Gail A. Sloan
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Gail A. Sloan |
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Vice President of Finance and Secretary |
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