- Securities Registration (section 12(b)) (8-A12B)
September 28 2010 - 5:08AM
Edgar (US Regulatory)
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
CYPRESS BIOSCIENCE, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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22-2389839
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(State of Incorporation or Organization)
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(I.R.S. Employer
Identification no.)
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4350 Executive Drive, Suite 325, San
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Diego, CA
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92121
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(Address of principal executive offices)
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(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
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Name of Each Exchange on Which
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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 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.
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:
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Title of Each Class to
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be so Registered
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None
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TABLE OF CONTENTS
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 28, 2010, and is incorporated herein by reference.
Item 2. Exhibits.
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Exhibit
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Number
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Description
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Exhibit 1
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Form of Certificate of Designation of Series A Junior Participating
Preferred Stock (1)
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Exhibit 2
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Rights Agreement dated as of September 27, 2010, by and between
the Company and American Stock Transfer & Trust Company, LLC (2)
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Exhibit 3
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Form of Right Certificate (3)
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(1)
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Incorporated by reference to Exhibit 3.4 to the Companys Current
Report on Form 8-K filed by the Company on September 28, 2010.
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(2)
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Incorporated by reference to Exhibit 4.2 to the Companys Current
Report on Form 8-K filed by the Company on September 28, 2010.
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(3)
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Incorporated by reference to Exhibit 4.3 to the Companys Current
Report on Form 8-K filed by the Company on September 28, 2010.
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2.
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.
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Date: September 28, 2010
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CYPRESS BIOSCIENCE, INC.
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By:
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/s/ Jay D. Kranzler
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Jay D. Kranzler, M.D., Ph.D.
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Chairman and Chief Executive Officer
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3.
EXHIBIT INDEX
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Exhibit
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Number
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Description
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Exhibit 1
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Form of Certificate of Designation of Series A Junior Participating
Preferred Stock (1)
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Exhibit 2
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Rights Agreement dated as of September 27, 2010, by and between
the Company and American Stock Transfer & Trust Company, LLC (2)
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Exhibit 3
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Form of Right Certificate (3)
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(1)
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Incorporated by reference to Exhibit 3.4 to the Companys Current
Report on Form 8-K filed by the Company on September 28, 2010.
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(2)
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Incorporated by reference to Exhibit 4.2 to the Companys Current
Report on Form 8-K filed by the Company on September 28, 2010.
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(3)
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Incorporated by reference to Exhibit 4.3 to the Companys Current
Report on Form 8-K filed by the Company on September 28, 2010.
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4.
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