8-A12G 1 c39049_8a12g.txt As filed with the Securities and exchange Commission on September 21, 2005. 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 (g) OF THE SECURITIES EXCHANGE ACT OF 1934 --------------------- PHARMAMATRIX ACQUISITION CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 20-2837254 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 934 S. SOUTHLAKE DRIVE HOLLYWOOD, FLORIDA 33019 (Address of principal executive offices) (Zip Code) --------------------- 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 [ ] 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 [X] Securities Act registration statement file number to which this form relates: 333-125691 --------------------- 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 None None --------------------- SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: UNITS (TITLE OF CLASS) COMMON STOCK, $.0001 PAR VALUE (TITLE OF CLASS) COMMON STOCK PURCHASE WARRANTS (TITLE OF CLASS) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The information required by this item is contained under the heading "Description of Securities" in the registration statement to which this Form 8-A relates (File No. 333-125691). This information is incorporated herein by reference.. ITEM 2. EXHIBITS. Except as set forth below, the following Exhibits are incorporated herein by reference pursuant to Rule 12b-32 under the Securities Exchange Act of 1934, as amended. 1 Amended and Restated Certificate of Incorporation.* 2 By-Laws.* 3 Specimen Unit Certificate.* 4 Specimen Common Stock Certificate.* 5 Specimen Warrant Certificate.* 6 Form of Unit Purchase Option to be granted to Representative. * 7 Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* * Incorporated by reference from the Registrant's Registration Statement on Form S-1, as amended, which was initially filed with the Securities and Exchange Commission on June 9, 2005. 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. PHARMAMATRIX ACQUISITION CORPORATION DATE: September 21, 2005 By: /s/ Norman M. Meier ------------------- Name: Norman M. Meier Title: Chief Executive Officer 2