- Amended Securities Registration (section 12(b)) (8-A12B/A)
22 Dezember 2010 - 12:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
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
CYPRESS BIOSCIENCE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State of incorporation or organization)
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22-2389839
(I.R.S. Employer Identification No.)
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4350 Executive Drive, Suite 325, San
Diego, CA
(Address of principal executive offices)
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92121
(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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Preferred Share Purchase Rights
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The NASDAQ Stock Market LLC
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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), please 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: (if
applicable)
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of Registrants Securities to Be Registered
.
This Amendment No. 1 is being filed in connection with the amendment (the
Amendment
) to the
Rights Agreement (the
Rights Agreement
) dated as of December 14, 2010, between the Registrant and
American Stock Transfer & Trust Company, LLC, as rights agent. A description of the Amendment and
the related Preferred Share Purchase Rights registered hereunder is contained in Item 1.01 of the
Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on
December 16, 2010, and is incorporated herein by reference.
Item 2. Exhibits.
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Exhibit
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No.
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Description
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1.
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Rights Agreement dated as of September 27, 2010, by and between Cypress
Bioscience, Inc. and American Stock Transfer & Trust Company, LLC, as Rights
Agent.(1)
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2.
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Amendment No.1 to Rights Agreement, dated as of December 14, 2010, by and
between Cypress Bioscience, Inc. and American Stock Transfer & Trust
Company, LLC, as Rights Agent.(2)
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3.
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Form of Certificate of Designation of Series A Junior Participating
Preferred Stock of Cypress Bioscience, Inc.(1)
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4.
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Form of Right Certificate (attached as Exhibit A to the Rights Agreement).(1)
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(1)
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Incorporated by reference to the Registrants Current Report on Form 8-K (File No.
000-12943), dated September 28, 2010.
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(2)
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Incorporated by reference to the Registrants Current Report on Form 8-K (File No.
001-34888), dated December 16, 2010.
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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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CYPRESS BIOSCIENCE, INC.
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By:
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/s/ Jay D. Kranzler
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Name:
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Jay D. Kranzler, M.D., Ph.D.
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Title:
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Chairman and Chief Executive Officer
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Date: December 21, 2010
EXHIBIT INDEX
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Exhibit
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No.
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Description
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1.
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Rights Agreement dated as of September 27, 2010, by and between Cypress
Bioscience, Inc. and American Stock Transfer & Trust Company, LLC, as Rights
Agent.(1)
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2.
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Amendment No.1 to Rights Agreement, dated as of December 14, 2010, by and
between Cypress Bioscience, Inc. and American Stock Transfer & Trust
Company, LLC, as Rights Agent.(2)
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3.
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Form of Certificate of Designation of Series A Junior Participating
Preferred Stock of Cypress Bioscience, Inc.(1)
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4.
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Form of Right Certificate (attached as Exhibit A to the Rights Agreement).(1)
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(1)
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Incorporated by reference to the Registrants Current Report on Form 8-K (File No.
000-12943), dated September 28, 2010.
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(2)
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Incorporated by reference to the Registrants Current Report on Form 8-K (File No.
001-34888), dated December 16, 2010.
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