THE SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN
CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMAG PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
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04-2742593 |
(State of Incorporation or Organization) |
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(I.R.S. Employer |
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100 Hayden Avenue |
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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:
Title of Each Class to |
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Name of Each Exchange on Which |
be so Registered |
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Each Class is to be Registered |
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Preferred Share Purchase Rights |
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The NASDAQ Stock 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), please 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. o
Securities Act registration statement number to which this form relates:
(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Title of Each Class to |
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Name of Each Exchange on Which |
be so Registered |
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Each Class is to be Registered |
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None |
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None |
Item 1. Description of Registrants Securities to be Registered.
A description of the Preferred Share Purchase Rights being registered hereunder is contained in Item 3.03 of the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on September 4, 2009, and is incorporated herein by reference.
Item 2. Exhibits.
Exhibit |
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Description |
3.1, 4.1 |
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Certificate of Incorporation of the Company, as amended (incorporated herein by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, File No. 0-14732). |
3.2, 4.2 |
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By-Laws of the Company, as amended (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed November 28, 2008, File No. 0-14732). |
3.3 |
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Certification of Ownership and Merger (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed July 24, 2007, File No. 0-14732). |
4.3 |
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Specimen certificate representing the Company's Common Stock (incorporated herein by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, File No. 0-14732). |
3.4, 4.4 |
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Certificate of Designation of Series A Junior Participating Preferred Stock (incorporated herein by reference to Exhibit 3.1, 4.1 to the Companys Current Report on Form 8-K (File No. 000-14732), as filed with the Securities and Exchange Commission on September 4, 2009). |
4.5 |
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Rights Agreement dated as of September 4, 2009, by and between the Company and American Stock Transfer & Trust Company, LLC (incorporated herein by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K (File No. 000-14732), as filed with the Securities and Exchange Commission on September 4, 2009). |
4.6 |
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Form of Rights Certificate (incorporated herein by reference to Exhibit 4.3 to the Companys Current Report on Form 8-K (File No. 000-14732), as filed with the Securities and Exchange Commission on September 4, 2009). |
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: September 4, 2009 |
AMAG PHARMACEUTICALS, INC. |
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By: |
/s/ Joseph L. Farmer |
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Joseph L. Farmer |
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EXHIBIT INDEX
Exhibit |
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Description |
3.1, 4.1 |
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Certificate of Incorporation of the Company, as amended (incorporated herein by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, File No. 0-14732). |
3.2, 4.2 |
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By-Laws of the Company, as amended (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed November 28, 2008, File No. 0-14732). |
3.3 |
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Certification of Ownership and Merger (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed July 24, 2007, File No. 0-14732). |
4.3 |
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Specimen certificate representing the Company's Common Stock (incorporated herein by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, File No. 0-14732). |
3.4, 4.4 |
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Certificate of Designation of Series A Junior Participating Preferred Stock (incorporated herein by reference to Exhibit 3.1, 4.1 to the Companys Current Report on Form 8-K (File No. 000-14732), as filed with the Securities and Exchange Commission on September 4, 2009). |
4.5 |
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Rights Agreement dated as of September 4, 2009, by and between the Company and American Stock Transfer & Trust Company, LLC (incorporated herein by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K (File No. 000-14732), as filed with the Securities and Exchange Commission on September 4, 2009). |
4.6 |
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Form of Rights Certificate (incorporated herein by reference to Exhibit 4.3 to the Companys Current Report on Form 8-K (File No. 000-14732), as filed with the Securities and Exchange Commission on September 4, 2009). |
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