Nexell Therapeutics Inc – ‘8-A12G/A’ on 6/22/00

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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 #2                                3     12K 
 2: EX-99.B     Exhibit B - Letter Dated June 15, 2000                 1      7K 

8-A12G/A   —   Form 8/A – Amendment #2
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. 2 

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. [_]   [X]                           

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, as amended on March 17, 2000, relating to the Registrant's      
Common Stock Subscription Warrants.                                             

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

          Pursuant to Section 10.1(b)(iii) 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 one-for-four reverse stock split  
of the Registrant's common stock effected on June 15, 2000, the exercise price  
for the Common Stock Subscription Warrants (the "1996 Warrants"), which         
initially had been $1.50 per share, and was adjusted to $1.35 per share         
effective November 24, 1999, has now been adjusted to $5.40 per share, and each 
1996 Warrant now entitles the holder to purchase .2769 shares of Common Stock   
instead of 1.107829 shares of Common Stock.                                     

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 June 15,
2000.                                                   

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/ William A. Albright, Jr.
          ------------------------------
                            William A. Albright, Jr., Senior Vice President,
                 Chief Financial Officer and Secretary

Dated:  June 22, 2000                                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G/A’ Filing		Date		First		Last			Other Filings
Filed on:		6/22/00		3					8-K
		6/15/00		2					8-K
		3/17/00		2					8-A12G/A
		11/24/99		2					8-K
		4/16/97		2
		6/17/96		2
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