Nexell Therapeutics Inc – ‘8-A12G’ on 6/26/97

As of:  Thursday, 6/26/97   ·   Accession #:  864009-97-18   ·   File #:  0-28124

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

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G      Form 8-A                                               3     11K 

Document Table of Contents

8-A12G
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 As filed with the Securities and Exchange
Commission on April 16, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A

 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
 PURSUANT TO SECTION 12(b) OR 12(g) OF THE
 SECURITIES EXCHANGE ACT OF 1934

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.)

2751 Centerville Road, Wilmington, Delaware                    19808            
-------------------------------------------                    -----            
(Address of principal executive offices)                  (Zip Code)      

If this  Form  relates  to the registration    If this Form  relates  to the    
of a class of debt securities and is           registration of a class of debt  
effective upon filing pursuant to General      securities and is to become      
Instruction A(c)(1) please check the           effective simultaneously with the
following box.        [_]                      effectiveness of a concurrent    
                                              registration statement under the
                                               Securities  Act  of 1933 pursuant
                                               to   General Instruction  A(c)(2)
                                               please check the  following  box.
                       |_|

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

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

Common Stock Subscription Warrants
----------------------------------
(Title of Class)
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8-A12G
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Item 1.  Description of Registrant's Securities to be Registered.               

                  Each Common  Stock  Subscription  Warrant  (collectively,  the
"Warrants") entitles the registered holder to purchase one share of Common Stock
at $1.50 per share at any time through June 20, 2006, the expiration date of the
Warrants.  The exercise  price of the Warrants and the number and kind of shares
of Common Stock or other  securities and property  issuable upon exercise of the
Warrants are subject to adjustment in certain  circumstances,  including a stock
split of, stock dividend on, or a subdivision, combination or capitalization of,
the Common  Stock,  or the sale of Common Stock at less than the market price of
the Common Stock other than upon exercise of options or warrants  outstanding on
or prior to June 21, 1996 (the date the Warrants  were  issued).  Upon notice to
the  Warrantholders,  the Company has the right to reduce the exercise  price or
extend the expiration of the Warrants.                                          
The Warrants are not redeemable.                                                

                  The  Warrants  were  issued  pursuant  to a warrant  agreement
between  VIMRx  Pharmaceuticals  Inc.  (the  "Registrant")  and  American  Stock
Transfer & Trust  Company,  the warrant  agent (the  "Warrant  Agent"),  and are
evidenced by warrant certificates in registered form. The Warrants do not confer
upon the holder any voting or other rights of a stockholder of the Company.  The
Warrants may be exercised upon surrender of the Warrant  certificate  evidencing
such Warrants on or prior to the expiration date of such Warrants at the offices
of the Warrant Agent with the form of "Election to Purchase" on the reverse side
of the Warrant certificate  completed and executed as indicated,  accompanied by
payment of the full exercise  price (by certified  check payable to the order of
the Warrant Agent) for the number of Warrants being exercised.  The Warrants are
not redeemable.                                                                 

Item 2.  Exhibits.                                                              

                 4.4      Copy of Warrant  Agreement dated June 17, 1996 between
                     the Registrant and the Warrant Agent with Form of
Warrant Certificate (1).    

------------------------                                                        
 (1)      Filed as the same numbered Exhibit to the Registrant's
                Registration Statement on Form S-3 (File No.  333-25469) and
incorporated herein by reference thereto.   

8-A12G
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 SIGNATURE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.                    

                        VIMRx PHARMACEUTICALS INC.
          (Registrant)

                    By: /s/ Richard L. Dunning
                                         Richard L. Dunning, President and Chief
                     Executive Officer

Dated: June 18, 1997                                                            

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G’ Filing		Date		First		Last			Other Filings
		6/20/06		2					None on these Dates
Filed on:		6/26/97
		6/18/97		3
		4/16/97		1
		6/21/96		2
		6/17/96		2
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