sec document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
CEPTOR CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 11-2897392
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(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
200 International Circle
Suite 5100
Hunt Valley, Maryland 21030
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration If this form relates to the
of securities pursuant to Section 12(b) of registration of a class of
the Exchange Act and is effective pursuant securities pursuant to Section
to general Instruction A.(c), please check 12(g) of the Exchange Act and is
the following box. / / effective pursuant to General
Instruction A.(d), please check
the following box. /X/
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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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.0001 per share
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(Title of Class)
N/A
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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COMMON STOCK
This registration statement relates to the Common Stock, par value $0.0001
per share (the "Common Stock"), of CepTor Corporation (the "Registrant"). The
holders of Common Stock are entitled to one vote per share. Holders of Common
Stock are not entitled to cumulative voting. Holders of Common Stock are
entitled to receive ratably such dividends, if any, as may be declared by the
Board of Directors out of legally available funds. Upon liquidation, dissolution
or winding-up, the holders of Common Stock are entitled to share ratably in all
assets which are legally available for distribution, after payment of or
provision for all liabilities and the liquidation preference of any outstanding
preferred stock. The holders of Common Stock have no preemptive, subscription,
redemption or conversion rights. The rights, preferences and privileges of
holders of Common Stock are subject to, and may be adversely affected by, the
rights of the holders of any series of preferred stock, which may be designated
solely by action of the Board of Directors and are either currently issued or
may be issued in the future.
ANTI-TAKEOVER EFFECT OF DELAWARE LAW, CERTAIN BY-LAW PROVISIONS
The Registrant's by-laws are intended to strengthen the position of its
Board of Directors in the event of a hostile takeover attempt, and in other
similar circumstances. These by-law provisions have the following effects:
o they provide that only business brought before an annual meeting by
the Board or by a stockholder who complies with the procedures set
forth in the by-laws may be transacted at an annual meeting of
stockholders; and
o they provide for advance notice of certain stockholder actions, such
as the nomination of directors and stockholder proposals.
The Registrant is also subject to the provisions of Section 203 of the
Delaware General Corporation Law. In general, Section 203 prohibits a
publicly-held Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a period of three years after the date of
the transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. For purposes of Section
203, a "business combination" includes a merger, asset sale, or other
transaction, resulting in a financial benefit to the interested stockholder, and
an "interested stockholder" is a person who, together with affiliates and
associates, owns, or within three years prior, did own, 15% or more of the
voting stock.
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ITEM 2. EXHIBITS.
Exhibit No. Description
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1. Amended and Restated Certificate of Incorporation*
2. Certificate of Correction**
3. By laws***
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* Incorporated by reference to Exhibit 3.1 to Registrant's Current Report on
Form 8-K filed January 31, 2005 (the "Form 8-K").
** Incorporated by reference to Exhibit 3.1 to Registrant's Amendment to
Current Report on Form 8-K/A filed February 11, 2005.
*** Incorporated by reference to Exhibit 3.2 to Form 8-K.
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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 registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
Dated: December 30, 2005 CEPTOR CORPORATION
By: /s/ William H. Pursley
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Name: William H. Pursley
Title: Chairman and Chief Executive Officer
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