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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
THE SECURITIES EXCHANGE ACT OF 1934
PROTALIX BIOTHERAPEUTICS, INC.
(Exact name of Registrant as specified in Its Charter)
Florida 65-0643773
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2 Snunit Street
Science Park
POB 455
Carmiel, Israel 21000
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(Address of principal executive office) (Zip Code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, par value $.001 per share American Stock Exchange
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]
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. |_|
Securities Act registration statement file number to which this form relates:
(if applicable)
Securities to be registered pursuant to Section 12 (g) of the Act:
_______________________________________________________________________________
(Title of Class)
_______________________________________________________________________________
(Title of Class)
INFORMATION REQUIRED IN
REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
Our authorized capital stock consists of 150,000,000 shares of common stock, par
value $0.001 per share, and 100,000,000 shares of undesignated preferred stock,
$0.0001 par value per share.
The following summary of provisions of our common stock and preferred stock is
not complete and a full understanding requires a review of our restated articles
of incorporation, as amended, and bylaws that are included as exhibits to this
registration statement and the provisions of applicable law.
Common Stock
As of February 28, 2007, there were 65,657,181 shares of our common stock
outstanding.
The holders of our common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the shareholders and do not have
cumulative voting rights. Accordingly, the holders of a majority of the shares
of our common stock entitled to vote in any election of directors can elect all
of the directors standing for election, if they so choose. Holders of our common
stock are entitled to dividends when, as and if declared by the Board of
Directors out of funds legally available therefor. In the event of our
liquidation, dissolution or winding up, after payment of all of our debts and
liabilities, the holders of our common stock are entitled to share ratably in
all assets remaining available for distribution to them after payment of
liabilities and after provision has been made for each class of stock, if any,
having preference over the common stock. The holders of our common stock, as
such, have no conversion, preemptive or other subscription rights, and there are
no redemption provisions applicable to our common stock. All of our outstanding
shares of common stock are fully paid and nonassessable.
Preferred Stock
We have no shares of preferred stock outstanding.
Our restated articles of incorporation, as amended, authorizes the issuance of
up to 100,000,000 shares of preferred stock with such voting rights, rights of
redemption and other relative rights and preferences as may be determined from
time to time by our Board of Directors. Accordingly, our Board of Directors is
empowered, without shareholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting or other rights which could adversely affect the
voting power or other rights of the holders of our common stock. The preferred
stock could be utilized, under certain circumstances, as a method of
discouraging, delaying or preventing a change in control of our company. We
currently have no plan to issue any shares of preferred stock.
Registration Rights
We are obligated to register for resale approximately 65,074,095 shares of our
common stock. Such shares were issued in connection with the recent merger of
Protalix Ltd. with and into a former wholly-owned subsidiary of our company or
were issued upon exercise of warrants issued in connection with such merger. All
expenses in effecting these registrations, with the exception of underwriting
discounts and selling commissions, will be borne by us.
Lock-up Restrictions
Substantially all of the holders of the 65,074,095 shares of our common stock
that are subject to the registration rights described above have entered into
lock-up agreements to satisfy Israeli tax laws and contractual obligations. The
lock-up agreements prohibit such shareholders from, directly or indirectly,
selling or otherwise transferring the shares of our common stock issued to them
as a result of the merger during a period commencing upon the closing of the
merger and ending on January 1, 2009. However, during such period, each such
shareholder may, under the terms of the lock-up agreements and subject to an
Israeli tax ruling governing the merger, sell an aggregate of 10% of each such
shareholder's original number of locked-up shares. All permitted sales of
locked-up shares that may be made during such time period are cumulative.
Florida Anti-Takeover Law Governance and Certain Charter Provisions
We have elected not to be subject to the provisions of Sections 607.0901 and
607.0902 of the Florida Business Corporation Act, the FBCA.
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The FBCA prohibits the voting of shares in a publicly held Florida corporation
that are acquired in a "control share acquisition" unless the holders of a
majority of the corporation's voting shares (exclusive of shares held by
officers of the corporation, inside directors or the acquiring party) approve
the granting of voting rights as to the shares acquired in the control share
acquisition or unless the acquisition is approved by the corporation's Board of
Directors. A "control share acquisition" is defined as an acquisition that
immediately thereafter entitles the acquiring party to vote in the election of
directors within each of the following ranges of voting power: (i) one-fifth or
more but less than one-third of all voting power; (ii) one-third or more but
less than a majority of all voting power; and (iii) more than a majority of all
voting power.
The FBCA also contains an "affiliated transaction" provision that prohibits a
publicly held Florida corporation from engaging in a broad range of business
combinations or other extraordinary corporate transactions with an "interested
shareholder" unless, among others, (i) the transaction is approved by a majority
of disinterested directors before the person becomes an interested shareholder;
(ii) the interested shareholder has owned at least 80% of the corporation's
outstanding voting shares for at least five years; or (iii) the transaction is
approved by the holders of two-thirds of the corporation's voting shares other
than those owned by the interested shareholder. An interested shareholder is
defined as a person who together with affiliates and associates beneficially
owns more than 10% of the corporation's outstanding voting shares.
Indemnification
We are required to indemnify and advance expenses on behalf of our officers and
directors to the fullest extent permitted by law in existence either now or in
the future.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is American Stock Transfer
and Trust Company, New York, New York.
American Stock Exchange Listing
Our common stock has been approved for listing on the American Stock Exchange
under the trading symbol "PLX."
Item 2. Exhibits.
The following exhibits are filed herewith or incorporated by reference as
indicated below:
Exhibit
Number Exhibit Description Method of Filing
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3.1 Amended and Restated Articles of Incorporated by reference to the Company's
Incorporation of the Company. Registration Statement on Form S-4 filed on March
26, 1998, SEC File No. 333-48677.
3.2 Article of Amendment to Articles of Filed herewith.
Incorporation dated June 9, 2006.
3.3 Article of Amendment to Articles of Filed herewith.
Incorporation dated December 13, 2006.
3.4 Article of Amendment to Articles of Filed herewith.
Incorporation dated December 26, 2006.
3.5 Article of Amendment to Articles of Filed herewith.
Incorporation dated February 26, 2007.
3.6 Bylaws of the Company, as amended. Incorporated by reference to the Company's
Registration Statement on Form S-4 filed on March
26, 1998, SEC File No. 333-48677.
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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, thereunto duly authorized.
PROTALIX BIOTHERAPEUTICS, INC.
(Registrant)
Date: March 9, 2007 By: /s/ David Aviezer
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Name: David Aviezer, Ph.D.
Title: President and
Chief Executive Officer
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Exhibit 3.2
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
ORTHODONTIX, INC.
1. The name of the corporation filing these Articles of Amendment is
Orthodontix, Inc. (the "Corporation").
2. Article III of the Articles of Incorporation of the Corporation is
amended as follows to increase the Corporation's authorized shares of common
stock:
Article III - Capital Stock
The Corporation is authorized to issue the following shares of
capital stock: (a) 1,500,000,000 shares of common stock, par value $.0001
per share (the "Common Stock"); and (b) 100,000,000 shares of preferred
stock, par value $.0001 per share (the "Preferred Stock").
3. The foregoing amendment was duly adopted by unanimous written consent
of the directors and a majority of the shareholders of the Corporation on June
9, 2006.
IN WITNESS WHEREOF, the undersigned President and Secretary of
Orthodontix, Inc. have executed these Articles of Amendment on behalf of the
Corporation on this 9th day of June, 2006.
ORTHODONTIX, INC.
By: /s/Glenn L. Halpryn
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Glenn L. Halpryn, Chairman and President
By: /s/Alan Jay Weisberg
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Alan Jay Weisberg, Secretary
Exhibit 3.3
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
ORTHODONTIX, INC.
1. The name of the corporation filing these Articles of Amendment is
Orthodontix, Inc. (the "Corporation").
2. Article III of the Articles of Incorporation of the Corporation is
amended as follows to decrease the Corporation's authorized shares of common
stock:
Article III - Capital Stock
The Corporation is authorized to issue the following shares of
capital stock: (a) 150,000,000 shares of common stock, par value $.001 per
share (the "Common Stock"); and (b) 100,000,000 shares of preferred stock,
par value $.0001 per share (the "Preferred Stock").
3. The foregoing amendment was duly adopted by unanimous written consent
of the directors of the Corporation on December 7, 2006.
IN WITNESS WHEREOF, the undersigned President and Secretary of
Orthodontix, Inc. have executed these Articles of Amendment on behalf of the
Corporation on this 13th day of December, 2006.
ORTHODONTIX, INC.
By: /s/Glenn L. Halpryn
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Glenn L. Halpryn, President
By: /s/Alan Jay Weisberg
----------------------------
Alan Jay Weisberg, Secretary
Exhibit 3.4
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
ORTHODONTIX, INC.
1. The name of the corporation filing these Articles of Amendment is
Orthodontix, Inc. (the "Corporation").
2. Article III of the Articles of Incorporation of the Corporation is
amended as follows to decrease the Corporation's authorized shares of common
stock:
Article III - Capital Stock
The Corporation is authorized to issue the following shares of
capital stock: (a) 150,000,000 shares of common stock, par value $.001 per
share (the "Common Stock"); and (b) 100,000,000 shares of preferred stock,
par value $.0001 per share (the "Preferred Stock").
3. The foregoing amendment was duly adopted by unanimous written consent
of the directors of the Corporation on December 14, 2006. The amendment was
adopted without Shareholder action and Shareholder action was not required.
IN WITNESS WHEREOF, the undersigned President and Secretary of
Orthodontix, Inc. have executed these Articles of Amendment on behalf of the
Corporation on this 26th day of December, 2006.
ORTHODONTIX, INC.
By: /s/Glenn L. Halpryn
----------------------------------------
Glenn L. Halpryn, Chairman and President
By: /s/Alan Jay Weisberg
----------------------------------------
Alan Jay Weisberg, Secretary
Exhibit 3.5
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
ORTHODONTIX, INC.
Document Number P95000091803
1. The name of the corporation filing these Articles of Amendment is
Orthodontix, Inc. (the "Corporation").
2. Article I of the Articles of Incorporation of the Corporation is amended as
follows to change the Corporation's name:
Article I-Name
The name of the corporation is Protalix BioTherapeutics, Inc. (the
"Corporation").
3. The foregoing amendment was duly adopted by unanimous written consent of the
directors and a majority of the shareholders of the Corporation on December 14,
2006.
IN WITNESS WHEREOF, the undersigned President and Secretary of
Orthodontix, Inc. have executed these Articles of Amendment on behalf of the
Corporation on this 26th day of February, 2007.
ORTHODONTIX, INC.
By: /s/ David Aviezer
--------------------------------
Name: David Aviezer, Ph.D.
Title: President and
Chief Executive Officer