FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
ISOLAGEN, INC.
(Exact name of registrant as specified in its charter)
Delaware 870458888
(State of incorporation or organization) (I.R.S. Employer Identification No.)
2500 Wilcrest, 5th Floor, Houston, Texas 77042
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each Name of each exchange on
class to which each class is to
be so registered be registered
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Common Stock, par value $0.001 per share The American Stock Exchange, Inc.
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 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
COMMON STOCK
Isolagen, Inc., a Delaware corporation (the "Company"), is authorized
to issue 50,000,000 shares of common stock, par value $0.001 per share (the
"Common Stock"), of which 15,189,563 shares are issued and outstanding as of the
date of this Registration Statement.
The holders of the Common Stock are entitled to one (1) vote per share
on all matters submitted to a vote of stockholders of the Company. In addition,
such holders are entitled to receive ratably such dividends, if any, as may be
declared from time to time by the Board of Directors out of funds legally
available therefor. No dividends may be paid on the Common Stock until all
accrued but unpaid dividends on the shares of Series A Preferred Stock (as
described below) have been paid. In the event of the dissolution, liquidation or
winding up of the Company, the holders of Common Stock are entitled to share
ratably in all assets remaining after payment of all liabilities of the Company
and the preference amount distributable to the holders of the shares of Series A
Preferred Stock. All outstanding shares of Common Stock are fully paid and
non-assessable. The holders of Common Stock do not have any subscription,
redemption or conversion rights, nor do they have any preemptive or other rights
to acquire or subscribe for additional, unissued or treasury shares.
Pursuant to the Company's Bylaws, except for any matters which pursuant
to Delaware law require a greater percentage vote for approval, the holders of a
majority of the outstanding shares of Common Stock, if present in person or by
proxy, are sufficient to constitute a quorum for the transaction of business at
meetings of the Company's stockholders. Except as to any matters which pursuant
to Delaware law require a greater percentage vote for approval, the affirmative
vote of the holders of a majority of the shares of Common Stock present in
person or by proxy at any meeting (provided a quorum is present) is sufficient
to authorize, affirm or ratify any act or action, including the election of the
Board of Directors.
The holders of the Common Stock do not have cumulative voting rights.
Accordingly, the holders of more than half of the outstanding shares of Common
Stock can elect all of the directors to be elected in any election, if they
choose to do so. In such event, the holders of the remaining shares of Common
Stock would not be able to elect any directors. The Board of Directors is
empowered to fill any vacancies on the Board of Directors created by the
resignation, death or removal of directors.
In addition to voting at duly called meetings at which a quorum is
present in person or by proxy, Delaware law and the Company's Bylaws provide
that stockholders may take action without the holding of a meeting by written
consent or consents signed by the holders of a majority of the outstanding
shares of the capital stock of the Company entitled to vote thereon. Prompt
notice of the taking of any action without a meeting by less than unanimous
consent of the stockholders will be given to those stockholders who do not
consent in writing to the action.
PREFERRED STOCK
THE COMPANY IS NOT REGISTERING THE SHARES OF ITS PREFERRED STOCK OR SERIES A
PREFERRED STOCK FOR TRADING ON THE AMERICAN STOCK EXCHANGE, INC. THE BELOW
REFERENCED DESCRIPTIONS OF DESIGNATIONS, RELATIVE RIGHTS AND PREFERENCES OF THE
COMPANY'S PREFERRED STOCK AND SERIES A PREFERRED STOCK ARE PROVIDED ONLY FOR THE
PURPOSES OF COMPARING THE FOREGOING CHARACTERISTICS WITH THOSE OF THE COMPANY'S
COMMON STOCK.
The Company is authorized to issue up to 5,000,000 shares of preferred
stock, par value $0.001 per share ("Preferred Stock"). Under the Company's
Certificate of Incorporation, additional shares of Preferred Stock may, without
any action by the stockholders of the Company, be issued by the Board of
Directors from time to time in one or more series for such consideration and
with such relative rights, privileges and preferences as the Board of Directors
may determine. Accordingly, the Board of Directors has the power, without
stockholder approval, to fix the dividend rate and to establish the provisions,
if any, relating to voting rights, redemption rate, sinking fund, liquidation
preferences and conversion rights for any series of Preferred Stock (subject to
the preferences of the shares of Series A Preferred Stock offered hereby) issued
in the future, which could adversely affect the voting power or other rights of
the holders of Common Stock.
The Board of Directors' authority to issue Preferred Stock provides a
convenient vehicle in connection with possible acquisitions and other corporate
purposes, but could have the effect of making it more difficult for a person or
group to gain control of the Company. The Company does not have present plans to
issue any shares of Preferred Stock or designate any series of Preferred Stock
other than the shares of Series A Preferred Stock described below.
SERIES A PREFERRED STOCK
The Company is authorized to issue 3,500,000 shares of Series A
Preferred Stock, of which number 2,895,000 shares are issued and outstanding as
of the date hereof. The shares of Series A Preferred Stock have the following
rights, privileges and preferences:
Conversion Rights
Each share of Series A Preferred Stock is convertible into two (2)
shares of the Common Stock, at any time at the option of the holder. Conversion
rights are subject to anti-dilution protection in the event Common Stock is
issued for consideration less than $1.75 per share (other than stock dividends
payable on the Series A Preferred Stock and certain Common Stock issued to
employees, directors, consultants or advisors of the Company).
Redemption Rights
Upon thirty (30) days prior written notice, the Company may redeem any
or all of the outstanding shares of Series A Preferred Stock at any time after
January 1, 2005 at a redemption price of $4.00 per share plus accrued and unpaid
dividends, subject to providing the holders the right to convert such shares
into shares of Common Stock.
Dividends
Cumulative annual dividends, payable in shares of Series A Preferred
Stock or cash, at the option of the Board of Directors, at an annual rate of 8%
($0.28 per share), are payable on December 31 of each year commencing December
31, 2002. Unpaid dividends accumulate and are payable prior to the payment of
dividends on shares of Common Stock. Cash dividends are only payable from funds
legally available therefor, when and as declared by the Board of Directors of
the Company, and unpaid dividends accumulate until the Company can legally pay
the dividends. The Board may, at its option, declare dividends in shares of
Series A Preferred Stock. The Series A Preferred Stock has an assumed value of
$3.50 per share, the basis for determining the number of shares issuable as a
dividend in lieu of a cash payment. The Company's Board of Directors may declare
dividends on its Series A Preferred Stock each year unless the payment of such
dividends in stock and/or cash would be in violation of Delaware law.
Voting Rights
The shares of Series A Preferred Stock vote together as a class with
the Common Stock upon all such matters as the Common Stock is entitled to vote
under Delaware law. The shares of Series A Preferred Stock are entitled to a
number of votes equal to the number of shares of Common Stock into which such
shares are convertible.
Liquidation Preference
The shares of Series A Preferred Stock have a liquidation preference
over the Common Stock of $3.50 per share.
Information Rights
The holders of shares of Series A Preferred Stock are entitled to all
notices, reports and other information provided by the Company to the holders of
Common Stock.
ITEM 2. EXHIBITS.
None.
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.
(Registrant): Isolagen, Inc.
Date: December 10, 2002
By: /s/ Jeffrey W. Tomz
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Jeffrey W. Tomz, CFO and Secretary