Amended Securities Registration (section 12(b)) (8-a12b/a)
13 February 2021 - 1:23AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
POST-EFFECTIVE AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Vericel Corporation
(Exact name of registrant as specified in
its charter)
Michigan
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94-3096597
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification Number)
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64 Sidney Street, Cambridge, MA
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02139
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to
Section 12(b) of the Act:
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Title of each class
to be registered
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Name of each exchange on which
each class is to be registered
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Preferred Stock Purchase Rights
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NASDAQ
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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), check the following box.
þ
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
Securities to be registered pursuant to Section 12(g) of the
Act: None
Explanatory Note
This Form 8-A/A is filed by Vericel Corporation
(the “Registrant”), to supplement and amend the information set forth on the Form 8-A filed by the Registrant on August
12, 2011.
Item 1. Description of Registrant’s Securities to be
Registered
On February 11, 2021,
the Registrant and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”), entered into
an Amendment No. 2 (the “Amendment”) to the Shareholder Rights Agreement, dated as of August 11, 2011, between the
Registrant and the Rights Agent (the “Rights Agreement”) filed as Exhibit 4.1 to the Registrant’s Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on August 12, 2011.
The Amendment
accelerates the expiration of the Registrant’s preferred share purchase rights (the “Rights”) under the
Rights Agreement to 5:00 p.m., New York, New York time, on February 11, 2021. Consequently, the Rights Agreement
terminated at that time. At the time of the termination of the Rights Agreement, all Rights distributed to holders of the
Registrant’s common stock pursuant to the Rights Agreement expired.
The foregoing description
does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed
as Exhibit 4.3 to this registration statement.
Item 2. Exhibits.
Exhibit
No.
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Description
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3.1
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Certificate of Designation, Preferences and Rights of Aastrom Biosciences, Inc. classifying and designating the Series A Junior Participating Cumulative Preferred Stock, filed as Exhibit 3.1 to the Registrant’s Registration Statement on Form 8-A on August 12, 2011, and is incorporated herein by reference.
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4.1
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Shareholder Rights Agreement, dated as of August 11, 2011, between Aastrom Biosciences, Inc. and Continental Stock Transfer & Trust Company, as Rights Agent, filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form 8-A on August 12, 2011, and is incorporated herein by reference.
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4.2
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Amendment No. 1 to Shareholder Rights Agreement, dated as of March 9, 2012, between Aastrom Biosciences, Inc. and Continental Stock Transfer & Trust Company, as Rights Agent, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K on March 9, 2012, and is incorporated herein by reference.
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4.3
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Amendment No. 2 to Shareholder Rights Agreement, dated as of February 11, 2021, between the Registrant and Continental Stock Transfer & Trust Company, as Rights Agent, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K on February 12, 2021, and is incorporated herein by reference.
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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 report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: February 12, 2021
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VERICEL
CORPORATION
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/s/ Sean C. Flynn
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By:
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Sean C. Flynn
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Vice President, General Counsel & Secretary
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