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
Manhattan
Pharmaceuticals, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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36-3898269
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(State
of Incorporation or Organization)
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(I.R.S.
Employer Identification no.)
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810
Seventh Avenue, 4th Floor
New
York, New York
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10019
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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
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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: o
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Securities
Act registration statement file number
to which this form relates:
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N/A
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(If
applicable)
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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 so Registered
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Name
of Each Exchange on Which
Each
Class is to be Registered
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Common
Stock, $.001 par value
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American
Stock Exchange
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Securities
to be registered pursuant to Section 12(g) of the Act: None
Item
1. Description
of Registrant’s Securities to be Registered.
General
The
Registrant’s certificate of incorporation, as amended and restated to date (the
“Certificate of Incorporation”), authorizes the issuance of up to 100,000,000
shares of common stock, par value $0.001 per share (the “Common Stock”), and
10,000,000 shares of “blank check” preferred stock, par value $0.001 per share.
As of October 5, 2005, there were 59,415,257 shares of the Registrant’s common
stock and no shares of preferred stock issued and outstanding.
Common
Stock
Voting.
The
holders of Common Stock are entitled to one vote for each outstanding share
of
Common Stock owned by that stockholder on every matter properly submitted
to the
stockholders for their vote. Stockholders are not entitled to vote cumulatively
for the election of directors.
Dividend
Rights.
Subject
to the dividend rights of the holders of any outstanding series of preferred
stock, holders of the Common Stock are entitled to receive ratably such
dividends and other distributions of cash or any other right or property
as may
be declared by our board of directors out of the Registrant’s assets or funds
legally available for such dividends or distributions.
Liquidation
Rights.
In the
event of any voluntary or involuntary liquidation, dissolution or winding
up of
our affairs, holders of the Common Stock would be entitled to share ratably
in
the Registrant’s assets that are legally available for distribution to
stockholders after payment of liabilities. If the Registrant has any preferred
stock outstanding at such time, holders of the preferred stock may be entitled
to distribution and/or liquidation preferences. In either such case, the
Registrant must pay the applicable distribution to the holders of its preferred
stock (if any) before it may pay distributions to the holders of common stock.
Conversion,
Redemption and Preemptive Rights.
Holders
of Common Stock have no conversion, redemption, preemptive, subscription
or
similar rights.
Limitations
on Directors’ Liability
As
permitted by Delaware law, the Certificate of Incorporation provides the
personal liability of the Registrant’s directors to the Registrant or its
stockholders for monetary damages for breach of certain fiduciary duties
as a
director is eliminated. The effect of this provision is to restrict the
Registrant’s rights and the rights of its stockholders in derivative suits to
recover monetary damages against a director for breach of certain fiduciary
duties as a director, except that a director will be personally liable for:
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·
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any
breach of his or her duty of loyalty to the Registrant or its
stockholders;
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·
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acts
or omissions not in good faith which involve intentional misconduct
or a
knowing violation of law;
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·
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the
payment of dividends or the redemption or purchase of stock in
violation
of Delaware law; or
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·
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any
transaction from which the director derived an improper personal
benefit.
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This
provision does not affect a director’s liability under the federal securities
laws. To the extent that the Registrant’s directors, officers and controlling
persons are indemnified under the provisions contained in the Certificate
of
Incorporation, Delaware law or contractual arrangements against liabilities
arising under the Securities Act, the Registrant has been advised that, in
the
opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.
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Delaware
Takeover Statute
In
general, Section 203 of the Delaware General Corporation Law prohibits
a
Delaware corporation that is a public company from engaging in any “business
combination” (as defined below) with any “interested stockholder” (defined
generally as an entity or person beneficially owning 15% or more of the
outstanding voting stock of the corporation and any entity or person affiliated
with such entity or person) for a period of three years following the date
that
such stockholder became an interested stockholder, unless: (1) prior
to
such date, the board of directors of the corporation approved either the
business combination or the transaction that resulted in the stockholder
becoming an interested stockholder; (2) on consummation of the transaction
that resulted in the stockholder becoming an interested stockholder, the
interested stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced, excluding for purposes
of
determining the number of shares outstanding those shares owned (x) by
persons who are directors and also officers and (y) by employee stock
plans
in which employee participants do not have the right to determine confidentially
whether shares held subject to the plan will be tendered in a tender or exchange
offer; or (3) on or subsequent to such date, the business combination
is
approved by the board of directors and authorized at an annual or special
meeting of stockholders, and not by written consent, by the affirmative vote
of
at least 66 2/3% of the outstanding voting stock that is not owned
by the
interested stockholder.
Section 203
of the Delaware General Corporation Law defines “business combination” to
include: (1) any merger or consolidation involving the corporation
and the
interested stockholder; (2) any sale, transfer, pledge or other disposition
of 10% or more of the assets of the corporation involving the interested
stockholder; (3) subject to certain exceptions, any transaction that
results in the issuance or transfer by the corporation of any stock of the
corporation to the interested stockholder; (4) any transaction involving
the corporation that has the effect of increasing the proportionate share
of the
stock of any class or series of the corporation beneficially owned by the
interested stockholder; or (5) the receipt by the interested stockholder
of
the benefit of any loans, advances, guarantees, pledges or other financial
benefits provided by or through the corporation.
Item
2. Exhibits.
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Exhibit
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Description
Of Document
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3.1
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Certificate
of Incorporation of Registrant (incorporated by reference to same
exhibit
number of the Registrant’s Form 10-QSB for the quarter ended September 30,
2003).
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3.2
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Bylaws
of Registrant, as amended to date (incorporated by reference to
same
exhibit number of Registrant’s registration statement on Form SB-2, as
amended (File No. 33-98478).
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4.1
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Specimen
common stock certificate of Registrant (incorporated by reference
to same
exhibit number Registrant’s registration statement on Form SB-2, as
amended (File No. 33-98478).
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2
SIGNATURE
Pursuant
to all of the requirements of Section 12 of the Exchange Act of 1934, the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
| Manhattan Pharmaceuticals, Inc. | ||
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| Dated: October 6, 2005 | By: | /s/ Nicholas J. Rossettos |
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Nicholas J. Rossettos |
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| Chief Financial Officer and Secretary | ||
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