UNITED STATES
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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Myrexis, Inc.
(Exact name of the registrant as specified in its charter)
| Delaware | 26-3996918 | |
| (State of incorporation or organization) | (I.R.S. Employer Identification No.) |
305 Chipeta Way
Salt Lake City, Utah 84108
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be so registered |
Name of each exchange on which each class is to be registered | |
| Preferred Stock Purchase Rights | The NASDAQ Stock Market, LLC |
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. x
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: N/A
Securities to be registered pursuant to Section 12(g) of the Act:
None
EXPLANATORY NOTE
This Amendment No. 1 to Form 8-A amends and supplements the information set forth in the Registration Statement on Form 8-A filed by Myrexis, Inc. (f/k/a Myriad Pharmaceuticals, Inc.), a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on June 30, 2009 (including the exhibits thereto, the “Form 8-A”). Capitalized terms used without definition herein shall have the meaning set forth in the Shareholder Rights Agreement, dated June 30, 2009 (the “Rights Agreement”), by and between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agreement”).
Item 1. Description of Registrant’s Securities to be Registered
Item 1 of the Form 8-A is amended and supplemented by adding the following:
Amendment to Rights Agreement
On March 29, 2012, the Board of Directors of the Company adopted, and the Company entered into, an amendment (the “Amendment”) to the Rights Agreement. The Amendment changed the Final Expiration Date of the Rights under the Rights Agreement from the Close of Business on June 30, 2019 to the Close of Business on March 29, 2012. As a result, the Rights have expired and the Rights Agreement effectively terminated as of the Close of Business on March 29, 2012. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 30, 2012, and is incorporated herein by reference.
Item 2. Exhibits
| Exhibit Number |
Description | |
| 4.1 | Shareholder Rights Agreement by and between Myrexis, Inc. (f/k/a Myriad Pharmaceuticals, Inc.) and American Stock Transfer & Trust Company, LLC, dated June 30, 2009, which includes as Exhibit B the Form of Right Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form 8-A filed on June 30, 2009 (File No. 001-34275). | |
| 4.2 | First Amendment, dated March 29, 2012, to Shareholder Rights Agreement by and between Myrexis, Inc. and American Stock Transfer & Trust Company, LLC, dated June 30, 2009 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on March 30, 2012 (File No. 001-34275). | |
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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 amendment to the registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| MYREXIS, INC. | ||||||
| Dated: March 30, 2012 |
By: | /s/ Robert J. Lollini | ||||
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| Robert J. Lollini President and Chief Executive Officer |
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Exhibit Index
| Exhibit Number |
Description | |
| 4.1 | Shareholder Rights Agreement by and between Myrexis, Inc. (f/k/a Myriad Pharmaceuticals, Inc.) and American Stock Transfer & Trust Company, LLC, dated June 30, 2009, which includes as Exhibit B the Form of Right Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form 8-A filed on June 30, 2009 (File No. 001-34275). | |
| 4.2 | First Amendment, dated March 29, 2012, to Shareholder Rights Agreement by and between Myrexis, Inc. and American Stock Transfer & Trust Company, LLC, dated June 30, 2009 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on March 30, 2012 (File No. 001-34275). | |
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