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 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

ARROWHEAD RESEARCH CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		46-0408024
(State of incorporation or organization)		(IRS Employer Identification No.)
201 South Lake Avenue, Suite 703, Pasadena, CA		91101
(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
Common Stock, $0.001 par value per share		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.  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.  ¨

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: None.

 

 

 

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Arrowhead Research Corporation (the “Company”) hereby amends its Registration Statement on Form 8-A, filed with the Securities and Exchange Commission (the “SEC”) on June 9, 1993 in its entirety to read in the manner set forth immediately below.

Item 1. Description of Registrant’s Securities to be Registered.

Our authorized capital stock currently consists of 145,000,000 shares of Common Stock, $0.001 par value per share, and 5,000,000 shares of preferred stock, $0.001 par value per share.

Common Stock

Holders of Common Stock are entitled to receive ratably dividends out of funds legally available, if and when declared from time to time by our Board of Directors. The Company has never paid any cash dividends on its Common Stock and the Company’s Board of Directors does not anticipate that it will pay cash dividends in the foreseeable future. The future payment of dividends, if any, on the Company’s Common Stock is within the discretion of the Board of Directors and will depend upon earnings, capital requirements, financial condition and other relevant factors. Holders of Common Stock are entitled to one vote for each share held on each matter to be voted on by stockholders. There is no cumulative voting in the election of directors. In the event of liquidation, dissolution or winding up of the affairs of the Company, holders of Common Stock are to share in all assets remaining after the payment of liabilities and any preferential distributions payable to preferred stockholders, if any. The holders of Common Stock have no preemptive or conversion rights and are not subject to further calls or assessments. There are no redemption or sinking fund provisions applicable to the Common Stock. The rights of the holders of the Common Stock are subject to any rights that may be fixed for holders of preferred stock, if any. All of the outstanding shares of Common Stock are fully paid and non-assessable.

Certificate of Incorporation

Under our Certificate of Incorporation, as amended, our Board of Directors, without further action by our stockholders, currently has the authority to issue up to 5,000,000 shares of preferred stock and to fix the rights (including voting rights), preferences and privileges of these “blank check” preferred shares. Such preferred stock may have rights, including economic rights, senior to our Common Stock. As a result, the issuance of the preferred stock could have a material adverse effect on the price of our Common Stock and could make it more difficult for a third party to acquire a majority of our outstanding Common Stock.

Delaware Anti-Takeover Law

We are subject to Section 203 of the General Corporation Law of the State of Delaware, or DGCL. Section 203 generally prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:

 

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prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

 

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the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine whether shares held subject to the plan will be tendered in a tender or exchange offer; or

 

•

on or subsequent to the date of the transaction, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

 

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Section 203 defines a business combination to include:

 

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any merger or consolidation involving the corporation and the interested stockholder;

 

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any sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;

 

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subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; and

 

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the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.

Item 2. Exhibits.

The following exhibits to this registration statement on Form 8-A/A are incorporated by reference from the documents specified, which have been previously filed with the SEC:

 

Exhibit No.
3.1		Certificate of Incorporation of InterActive, Inc., a Delaware corporation, dated December 15, 2000(1)
3.2		Certificate of Amendment of Certificate of Incorporation of InterActive Group, Inc., dated December 12, 2003 (effecting, among other things a change in the corporation’s name to “Arrowhead Research Corporation”)(2)
3.3		Certificate of Amendment to Certificate of Incorporation of Arrowhead Research Corporation, dated January 25, 2005(3)
3.4		Certificate of Amendment to Certificate of Incorporation of Arrowhead Research Corporation, dated October 13, 2009(4)
3.5		Bylaws(1)
3.6		Amendment No. 1 to the Bylaws of Arrowhead Research Corporation(5)
4.1		Form of Common Stock Certificate(6)

 

(1)	Incorporated by reference from the Schedule 14C, filed by the registrant on December 22, 2000.

(2)	Incorporated by reference from the Schedule 14C, filed by the registrant on December 22, 2003.

(3)	Incorporated by reference from the Quarterly Report on Form 10-QSB for the quarter ended December 31, 2004, filed by the registrant on February 11, 2005.

(4)	Incorporated by reference from the Annual Report on Form 10-K, filed by the registrant on December 22, 2009.

(5)	Incorporated by reference from the Current Report on Form 8-K, filed by the registrant on April 27, 2010.

(6)	Incorporated by reference from Amendment No. 2 to the Registration Statement on Form S-1, filed by the registrant on September 11, 2009.

 

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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, thereunto duly authorized.

 

Date: November 1, 2010				ARROWHEAD RESEARCH CORPORATION

 

 

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Exhibit Index

 

Exhibit No.
3.1		Certificate of Incorporation of InterActive, Inc., a Delaware corporation, dated December 15, 2000(1)
3.2		Certificate of Amendment of Certificate of Incorporation of InterActive Group, Inc., dated December 12, 2003 (effecting, among other things a change in the corporation’s name to “Arrowhead Research Corporation”)(2)
3.3		Certificate of Amendment to Certificate of Incorporation of Arrowhead Research Corporation, dated January 25, 2005(3)
3.4		Certificate of Amendment to Certificate of Incorporation of Arrowhead Research Corporation, dated October 13, 2009(4)
3.5		Bylaws(1)
3.6		Amendment No. 1 to the Bylaws of Arrowhead Research Corporation(5)
4.1		Form of Common Stock Certificate(6)

 

(1)	Incorporated by reference from the Schedule 14C, filed by the registrant on December 22, 2000.

(2)	Incorporated by reference from the Schedule 14C, filed by the registrant on December 22, 2003.

(3)	Incorporated by reference from the Quarterly Report on Form 10-QSB for the quarter ended December 31, 2004, filed by the registrant on February 11, 2005.

(4)	Incorporated by reference from the Annual Report on Form 10-K, filed by the registrant on December 22, 2009.

(5)	Incorporated by reference from the Current Report on Form 8-K, filed by the registrant on April 27, 2010.

(6)	Incorporated by reference from Amendment No. 2 to the Registration Statement on Form S-1, filed by the registrant on September 11, 2009.

 

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