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 | 94-3096597 | |
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(State or other jurisdiction of
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(IRS Employer Identification Number)
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| 64 Sidney Street, Cambridge, MA | 02139 | |
| (Address of principal executive offices) | (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 |
Name of each exchange on which each class is to be registered | |
| Preferred Stock Purchase Rights | NASDAQ |
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.
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
| VERICEL CORPORATION | ||
| /s/ Sean C. Flynn | ||
| By: | Sean C. Flynn | |
| Vice President, General Counsel & Secretary | ||