UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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
CALLISTO PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3894575
(State of incorporation) (I.R.S. Employer Identification No.)
420 LEXINGTON AVENUE, SUITE 1609
NEW YORK, NEW YORK 10170
212-297-0010
(Address and telephone number of principal executive offices)
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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. [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), please check the following box. [ ]
Securities Act registration file number to which this form relates (if
applicable).
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock,
$.0001 par value American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This registration statement relates to the common stock, par value
$0.0001 per share ("Common Stock"), of Callisto Pharmaceuticals, Inc., a
Delaware corporation (the "Company") which is to be registered pursuant to
Section 12(b) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), and listed on the American Stock Exchange under the symbol "KAL." Listing
on the American Stock Exchange is expected to commence Monday, October 25, 2004.
The shares are currently quoted on the OTC Bulletin Board under the symbol
"CLSP." Our common stock is expected to cease to be quoted on the OTC Bulletin
Board at the close of business on October 22, 2004.
The Company is authorized to issue up to 75,000,000 shares of common
stock, par value $.0001 per share (the "Common Stock"), of which 29,175,102
shares are issued and outstanding as of October 21, 2004. The Company is also
authorized to issue up to 20,000,000 shares of preferred stock, par value $.0001
per share (the "Preferred Stock"), none of which is issued and outstanding as of
October 21, 2004.
COMMON STOCK
Holders of Common Stock are entitled to one vote for each share held on
all matters submitted to a vote of stockholders. Holders of Common Stock are
entitled to receive dividends ratably, if any, as may be declared by the board
of directors out of legally available funds, subject to any preferential
dividend rights of any outstanding preferred stock. Upon the Company's
liquidation, dissolution or winding up, the holders of Common Stock are entitled
to receive ratably net assets available after the payment of all debts and other
liabilities and subject to the prior rights of any outstanding preferred stock.
Holders of Common Stock have no preemptive, subscription, redemption or
conversion rights. The outstanding shares of Common Stock are fully paid and
nonassessable. The rights, preferences and privileges of holders of Common Stock
are subject to, and may be adversely affected by, the rights of holders of
shares of any series of preferred stock which the Company may designate and
issue in the future without further stockholder approval.
PREFERRED STOCK
Under the terms of our certificate of incorporation, our board of
directors is authorized to designate and issue shares of preferred stock in one
or more series without stockholder approval. Our board of directors has
discretion to determine the rights, preferences, privileges and restrictions,
including voting rights, dividend rights, conversion rights, redemption
privileges and liquidation preferences, of each series of preferred stock. It is
not possible to state the actual effect of the issuance of any shares of
preferred stock upon the rights of holders of our common stock until the board
of directors determines the specific rights of the holders of the preferred
stock. However, these effects might include:
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o restricting dividends on the common stock;
o diluting the voting power of the common stock;
o impairing the liquidation rights of the common stock; and
o delaying or preventing a change in control of our company.
We have no present plans to issue any shares of preferred stock.
DELAWARE ANTI-TAKEOVER LAW AND CHARTER AND BY-LAW PROVISIONS
We are subject to the provisions of Section 203 of the Delaware General
Corporation Law. In general, the statute prohibits a publicly held 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 the business
combination or the transaction by which the person became an interested
stockholder is approved by the corporation's board of directors and/or
stockholders in a prescribed manner or the person owns at least 85% of the
corporation's outstanding voting stock after giving effect to the transaction in
which the person became an interested stockholder. The term "business
combination" includes mergers, asset sales and other transactions resulting in a
financial benefit to the interested stockholder. Subject to certain exceptions,
an "interested stockholder" is a person who, together with affiliates and
associates, owns, or within three years did own, 15% or more of the
corporation's voting stock. A Delaware corporation may "opt out" from the
application of Section 203 through a provision in its certificate of
incorporation or by-laws. We have not "opted out" from the application of
Section 203.
The foregoing provisions of Section 203 of the Delaware General
Corporation Law could have the effect of delaying, deferring or preventing a
change of control of our company.
LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS
Our certificate of incorporation provides that our directors will not
be personally liable to us or our stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (1) for any breach of a
director's duty of loyalty to us or our stockholders, (2) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (3) under Section 174 of the Delaware General Corporation Law, or (4)
for any transaction from which the director derives an improper personal
benefit. Moreover, the provisions do not apply to claims against a director for
violations of certain laws, including federal securities laws. If the Delaware
General Corporation Law is amended to authorize the further elimination or
limitation of directors' liability, then the liability of our directors will
automatically be limited to the fullest extent provided by law. Our certificate
of incorporation and by-laws also contain provisions to indemnify our directors
and officers to the fullest extent permitted by the Delaware General Corporation
Law. These provisions may have the practical effect in certain cases of
eliminating the ability of stockholders to collect monetary damages from our
directors and officers. We believe that these provisions in our certificate of
incorporation and by-laws are necessary to attract and retain qualified persons
as directors and officers.
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TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is StockTrans,
Inc.
ITEM 2. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
4.1 Certificate of Incorporation of Callisto Pharmaceuticals, Inc. filed
with the Delaware Secretary of State on May 8, 2003 (incorporated by
reference from Exhibit 99.1 to Form 8-K filed on May 28, 2003).
4.2 Bylaws of Callisto Pharmaceuticals, Inc. (incorporated by reference
from Exhibit 99.2 to Form 8-K filed on May 28, 2003).
4.3 Specimen Common Stock Certificate (incorporated by reference from
Exhibit 4.1 to Form 8-K filed on May 28, 2003).
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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, thereto duly authorized.
Callisto Pharmaceuticals, Inc.
Date: October 21, 2004 By: /s/ Gary S. Jacob
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Gary S. Jacob
Chief Executive Officer
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