Nexell Therapeutics Inc – ‘8-A12G/A’ on 3/17/00

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Amendment to Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G/A    Form 8/A - Amendment #1                                3     13K 
 2: EX-99.B     Exhibit B-Letter Dated December 28, 1999               3     18K 

8-A12G/A   —   Form 8/A – Amendment #1
Document Table of Contents

8-A12G/A
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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 (g) OF THE 
SECURITIES EXCHANGE ACT OF 1934 

NEXELL THERAPEUTICS INC.
(f/k/a VIMRx PHARMACEUTICALS INC.)
----------------------------------
(Exact name of registrant as specified in its charter)

  Delaware                                  06-1192468
---------------------------------------------------------------------   
(State of incorporation or organization)          (I.R.S. Employer      
                                               Identification No.)

 9 Parker, Irvine, California                              92618
 ---------------------------------------------------------------
 (Address of principal executive offices)             (Zip Code)

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
       -------------------               -------------------------------
 Not Applicable                           Not Applicable

 --------------                           --------------

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. [  ]                                
            --

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: 
333-25469 (if applicable)                                                     
---------                                                                     

Securities to be registered pursuant to Section 12(g) of the Act: 

Common Stock Subscription Warrants  
----------------------------------
(Title of Class)

8-A12G/A
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This Registration Statement on Form 8-A/A amends the Registration Statement on  
Form 8-A filed with the Securities and Exchange Commission by the Registrant on 
April 16, 1997 relating to the Registrant's Common Stock Subscription Warrants. 

Item 1.  Description of Registrant's Securities to be Registered.               
-------------------------------------------------------       

        As indicated in the Registrant's Current Report on Form 8-K filed with
the SEC on December 7, 1999, pursuant to Section 10.1(c)(i) of the Warrant      
Agreement, dated as of June 17, 1996 between the Registrant and American Stock  
Transfer & Trust Company (the "Warrant Agreement"), as a result of the issuance 
by the Registrant of (i) Class A Warrants on November 24, 1999 pursuant to the  
terms of a Securities Agreement with certain institutional investors and (ii)   
certain other Registrant issuances in 1999 (the "Prior 1999 Issuances") of      
options or warrants, the exercise price for the Common Stock Subscription       
Warrants (the "1996 Warrants"), which had been $1.50 per share, has been        
adjusted to $1.35 per share, each 1996 Warrant entitles the holder to purchase  
1.107829 shares of Common Stock instead of one share of Common Stock and the    
2,199,993 1996 Warrants outstanding as of December 28, 1999 became exercisable  
in the aggregate for approximately 2,437,215 shares of Common Stock instead of  
2,199,993 shares of Common Stock.  Furthermore, these additional 237,222 shares 
issuable upon exercise of the 1996 Warrants have not been registered under the  
Securities Act of 1933 (the "Act") and unless and until such time as a          
registration statement pertaining to such shares is in effect under the Act,    
such shares will constitute "restricted securities" under the Act and may only  
be sold or transferred in accordance with the Act or an exemption therefrom.    

Item 2.  Exhibits.                                                              
--------                                                      

  A.  Warrant Agreement dated June 17, 1996 between the Registrant and the
 Warrant Agent with Form of Warrant Certificate, incorporated by
        reference to Exhibit 4.4 to the Registrant's Registration Statement on
Form S-3 (File No. 333-25469)                                 

  B.  Letter from the Registrant to the Holders of Warrants dated December
28, 1999.                                                     

8-A12G/A
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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 amendment to Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized.          

NEXELL THERAPEUTICS INC.
  (Registrant)

By:   /s/  Richard L.  Dunning  
                              --------------------------------------------------
                                   Richard L. Dunning, Chairman of the Board and
             Chief Executive Officer

Dated:  March 15, 2000                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G/A’ Filing		Date		First		Last			Other Filings
Filed on:		3/17/00
		3/15/00		3
		12/28/99		2
		12/7/99		2					8-K
		11/24/99		2					8-K
		4/16/97		2
		6/17/96		2
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