UNITED STATES 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
SAMARITAN PHARMACEUTICALS, INC.
(Exact name of registrant as specified in charter)
NEVADA 88-0431538
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(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
101 Convention Center Drive, Suite 310
Las Vegas, Nevada 89109
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(Address of principal executive offices) (Zip)
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. [x]
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(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be Registered Each Class is to be Registered
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Common Stock, par value $0.001 per share American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Item 1. Description of the Registrant's Securities to be Registered.
This Registration Statement relates to the common stock, $.001 par
value, of Samaritan Pharmaceuticals, Inc. (the "Company" or "Registrant").
Following is a description of the capital stock of the Company:
The Company is authorized to issue 200,000,000 shares, of "common
stock," $0.001 par value. The Board of Directors is hereby authorized to fix or
alter the rights, preferences, privileges and restrictions granted to or imposed
upon any series of common stock, and the number of shares constituting any such
series and the designation thereof, or any of them. The Board of Directors is
also authorized to increase or decrease the number of shares of any series,
prior or subsequent to the issue of that series, but not below the number of
shares of such series then outstanding. In case the number of shares of any
series shall be so decreased, the shares constituting such decrease shall resume
the status which they had prior to the adoption of the resolution originally
fixing the number of shares of such series.
The Board of Directors is also authorized to issue up to five million
(5,000,000) shares of preferred stock. The relative rights, preferences and
limitations of such preferred stock shall be determined by resolution of the
Board of Directors in its sole discretion, and by filing a certificate pursuant
to applicable law. The Board of Directors shall have the sole authority to issue
shares of such preferred stock to whomever and for whatever purposes it deems
appropriate. The Board of Directors is expressly authorized to divide such
preferred shares into separate series, with each series separately designated so
as to distinguish the shares thereof from the shares of all other series. Each
share of each series preferred stock shall have the same relative rights as, and
be identical in all respects with, all the other shares of the same series.
Among other things, the Board of Directors may designate the following
variations among any of the various series of preferred stock without further
action of the stockholders of the Company:
(a) the distinctive series designation and the number of shares
constituting such series;
(b) the dividend rate or the amount of dividends to be paid on the shares
of such series, whether dividends shall be cumulative and, if so, from which
date(s), the payment date(s) for dividends, and the participating or other
special rights, if any, with respect to dividends;
(c) the voting powers, full or limited, if any, of shares of such series;
(d) whether the shares of such series shall be redeemable and, if so, the
price(s) at which, and the terms and conditions on which, such shares may be
redeemed;
(e) the amount(s) payable upon the shares of such series in the event of
voluntary or involuntary liquidation, dissolution, or winding up of the Company;
(f) whether the shares of such series shall be entitled to the benefit of
a sinking or retirement fund to be applied to the purchase or redemption of such
shares, and if so entitled, the amount of such fund and the manner of its
application, including the price(s) at which such shares may be redeemed or
purchased through the application of such fund;
(g) whether the shares of such series shall be convertible into, or
exchangeable for, shares of any other class or classes of stock of the company
and, if so, conversion price(s) or the rate(s) of exchange, and the adjustments
thereof, if any, at which such conversion or exchange may be made, and any other
terms and conditions of such conversion or exchange;
(h) the price or other consideration for which the shares of such series
shall be issued; and
(i) whether the shares of such series which are redeemed or converted
shall have the status of authorized but unissued shares of series preferred
stock and whether such shares may be reissued as shares of the same or any other
series of series preferred stock.
(j) dividends on outstanding shares of preferred stock shall be paid and
set apart for payment before any dividends shall be paid or set apart for
payment on the common stock with respect to the dividend period. If upon any
voluntary or involuntary liquidation, dissolution or winding up of the Company,
the assets available for distribution to the holders of outstanding shares of
preferred stock of all series shall be insufficient to pay such holders, the
full preferential amount to which such holders are entitled, then such assets
shall be distributed ratably among the shares of all series, if any, of
preferred stock in accordance with their respective preferential amounts payable
with respect thereto.
Item 2. Exhibits.
Listed below are all exhibits filed as part of this report. Some exhibits are
filed by the Registrant with the Securities and Exchange Commission pursuant to
Rule 12b-32 under the Securities Exchange Act of 1934, as amended.
Exhibits
No. Description
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1. Specimen of Samaritan Pharmaceuticals, Inc.'s common stock certificate (1)
2. Samaritan Pharmaceuticals, Inc.'s Articles of Incorporation, as amended and
restated (2)
3. Samaritan Pharmaceuticals, Inc.'s By-laws (3)
4. Samaritan Pharmaceuticals, Inc.'s Form 10-KSB for fiscal year ended December
31, 2003 filed on April 14, 2004 (4)
5. Samaritan Pharmaceuticals, Inc.'s Form 10-QSB for the quarter ended March 31,
2004 filed on May 17, 2004 (4)
6. Samaritan Pharmaceuticals, Inc.'s Form 10-QSB for the quarter ended June 30,
2004 filed on August 16, 2004 (4)
7. Samaritan Pharmaceuticals, Inc.'s latest definitive proxy statement filed on
April 29, 2004 (4)
8. Samaritan Pharmaceuticals, Inc.'s Form 10-QSB/A for the quarter ended June
30, 2004 filed on August 18, 2004 (4)
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(1) Filed as an exhibit to Samaritan Pharmaceutical's Form 10-SB, filed on July
21, 1999, and incorporated herein by reference.
(2) Filed as an exhibit to Samaritan Pharmaceutical's Registration Statement on
Form SB-2 (SEC file number 333-105818) an incorporated herein by reference.
(3) Filed as an exhibit to Samaritan Pharmaceutical's Annual Report on Form 10K-
SB, filed on April 3, 2001, and incorporated herein by reference.
(4) Incorporated herein by reference.
SIGNATURES
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.
SAMARITAN PHARMACEUTICAL, INC
Dated: August 25, 2004 By: /s/ Eugene Boyle
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Eugene Boyle
CFO, COO, Director