SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
Senesco Technologies, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 84-1368850
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(State of Incorporation or Organization) (IRS Employer Identification No.)
303 George Street, Suite 420
New Brunswick, New Jersey 08901
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) if the
Exchange Act and is effective pursuant Exchange Act and is effective
to General Instruction A.(c), pursuant to General Instruction
please check the following box. |X| A.(d), please check check the
following box. |_|
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES:
N/A
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(If applicable)
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
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Common Stock, $0.01 par value American Stock Exchange, Inc.
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
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(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The capital stock of Senesco Technologies, Inc. (the "Company") to be
registered on the American Stock Exchange, Inc. (the "Exchange") is the
Company's common stock, $0.01 par value per share (the "Common Stock").
Each share of Common Stock entitles the holder thereof to one vote on all
matters submitted to a vote of the stockholders. The holders of Common Stock do
not have preemptive rights, sinking fund rights or rights to convert their
Common Stock into other securities. The Company has no right to redeem shares of
its Common Stock. Holders of Common Stock are entitled to receive ratably such
dividends as may be declared by the Board of Directors of the Company out of
legally available funds. In the event of a liquidation, dissolution or winding
up, holders of the Common Stock have the right to a ratable portion of the
assets remaining after payment of liabilities, subject to any superior claims of
any shares of the then outstanding preferred stock, $0.01 par value per share
(the "Preferred Stock"). The rights of the holders of the Common Stock may be
subject to the rights of the Preferred Stock that may be issued by the Board of
Directors without stockholder approval.
PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND THE BYLAWS OF THE
COMPANY THAT MAY PREVENT A CHANGE IN CONTROL
The Company's Certificate of Incorporation authorizes 5,000,000 shares of
Preferred Stock. The Board of Directors has authority, without further vote of
the stockholders, to provide for the issuance of all or any shares of the
Preferred Stock in one or more classes or series, and to fix for each such class
or series the rights, preferences, privileges and restrictions thereof,
including, without limitation, dividend rights, dividend rates, conversion
rights into other capital stock of the Company, voting rights, terms of
redemption, redemption prices or the designations of such series.
The issuance of Preferred Stock may have the effect of delaying, deferring,
or preventing a change in control of the Company without further action by the
stockholders and may adversely affect the voting and other rights of the holders
of Common Stock. At present, the Company has not issued and has no plans to
issue any of the Preferred Stock.
The Company's Bylaws allow the Board of Directors to increase the number of
directors serving on the Board of Directors and the Bylaws state that a vacancy
on the Board of Directors, whether caused by resignation, death,
disqualification, removal, an increase in the authorized number of directors or
otherwise, may be filled by the affirmative vote of a majority of the remaining
directors, although less than a quorum, or by a sole remaining director, or at a
special
meeting of the stockholders called by the Chief Executive Officer, President,
Chairman of the Board, or a vote of a majority of the Board of Directors. This
provision of the Bylaws may have the effect of delaying, deferring, or
preventing a change in control of the Company, may discourage potential
acquisition proposals, and may have the effect of preventing changes in the
management of the Company.
ITEM 2. EXHIBITS.
Not applicable.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized. Senesco Technologies,
Inc.
Date: May 14, 2002 By: /s/ Bruce C. Galton
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Bruce C. Galton
President and Chief Executive Officer