8-A12B/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

SangStat Medical Corporation
(Exact name of registrant as specified in its charter)
Delaware		94-3076-069
(State of incorporation or organization)		(I.R.S. Employer Identification No.)
6300 Dumbarton Circle Fremont, CA 94555			94555
(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), check the following box. x If this form relates to the registration of a class of securities pursuant Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. o
Securities Act registration statement file number to which this form relates:	000-22890		(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered		Name of each exchange on which each class is to be registered
Preferred Stock Purchase Rights		Nasdaq National Market
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant's Securities to be Registered.

On August 14, 1995, the Board of Directors of SangStat Medical Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, $0.001 par value (the "Common Shares"), of the Company. The dividend was payable on August 25, 1995 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, $0.001 par value (the "Preferred Shares"), of the Company at a price of $45.00 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The Rights were previously registered with the Securities and Exchange Commission on Form 8-A on August 25, 1995. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company, Fleet National Bank (f/k/a The First National Bank of Boston) and Equiserve Trust Company, N.A., as amended.

On September 19, 2001, the Board of Directors of the Company determined to approve the First Amendment to the Rights Agreement (the "Amendment"). The Amendment was adopted to appoint Equiserve Trust Company, N.A. as successor rights agent to the Rights Agreement and to conform the Rights Agreement to current Delaware law regarding the use of "continuing director" provisions. The Amendment and the Rights Agreement are incorporated herein by reference. The following description of the Rights does not purport to be complete and is qualified in its entirety by reference to these agreements.

Until the earlier to occur of (i) ten (10) business days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of fifteen percent (15%) or more of the outstanding Common Shares or (ii) ten (10) business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of fifteen percent (15%) or more of such outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate.

The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date, upon transfer or new issuance of Common Shares, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights.

The Rights are not exercisable until the Distribution Date. The Rights will expire at the close of business on August 24, 2005 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case as described below.

The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares, or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above).

The number of outstanding Rights and the number of one one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date.

Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to an aggregate dividend of one hundred (100) times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of one hundred (100) times the payment made per Common Share. Each Preferred Share will have one hundred (100) votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Share are exchanged, each Preferred Share will be entitled to receive one hundred (100) times the amount received per Common Share. These rights are protected by customary antidilution provisions.

Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share.

In the event that, following the Distribution Date, the Company is acquired in a merger or other business combination transaction, or fifty percent (50%) or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right.

In the event that any person or group of affiliated or associated persons becomes the beneficial owner of fifteen percent (15%) or more of the outstanding Common Shares (except pursuant to a tender offer for all of the Common Shares at a price and on terms determined by a majority of the directors to be fair to and otherwise in the best interests of the Company and its stockholders), each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares (or cash, other securities or property) having a market value of two times the exercise price of the Right.

With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least one percent (1%) in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise.

At any time prior to the tenth (10^th) business day after the Distribution Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Rights are also redeemable under other circumstances as specified in the Rights Agreement.

The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower certain thresholds described above to not less than the greater of (i) any percentage greater than the largest percentage of the outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) fifteen percent (15%), except that from and after the Distribution Date no such amendment may adversely affect the interests of the holders of the Rights.

Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends.

The Rights have certain anti-takeover effects. The Rights will cause substantial dilution to a person or group that attempts to acquire the Company on terms not approved by the Company's Board of Directors, except pursuant to an offer conditioned on a substantial number of Rights being acquired. The Rights should not interfere with any merger or other business combination approved by the Board of Directors since the Rights may be redeemed by the Company at the Redemption Price prior to the occurrence of a Distribution Date.

Item 2. Exhibits.

Exhibit No.	Description
4.1	First Amendment to Rights Agreement, dated as of October 8, 2001, by and among SangStat Medical Corporation, Fleet National Bank (f/k/a The First National Bank of Boston) and Equiserve Trust Company, N.A.
4.2*	Rights Agreement, dated as of August 14, 1995, between SangStat Medical Corporation and The First National Bank of Boston.

_______________________

* Incorporated by reference to Exhibit 2 to the Company's Form 8-A, dated August 25, 1995.

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.

SANGSTAT MEDICAL CORPORATION

By: /s/ Stephen G. Dance
Name: Stephen G. Dance
Title: Senior Vice President, Finance

Date: October 9, 2001

EXHIBIT INDEX

Exhibit No.	Description
4.1	First Amendment to Rights Agreement, dated as of October 8, 2001, by and among SangStat Medical Corporation, Fleet National Bank (f/k/a The First National Bank of Boston) and Equiserve Trust Company, N.A.
4.2*	Rights Agreement, dated as of August 14, 1995, between SangStat Medical Corporation and The First National Bank of Boston.

_______________________

* Incorporated by reference to Exhibit 2 to the Company's Form 8-A, dated August 25, 1995.

EX-4.1

Exhibit 4.1

First Amendment To Rights Agreement

This First Amendment to Rights Agreement is entered into as of October 8, 2001 by and among SangStat Medical Corporation, a Delaware corporation ("SangStat"), Fleet National Bank (f/k/a The First National Bank of Boston) ("Fleet" or the "Rights Agent") and Equiserve Trust Company, N.A. ("Equiserve").

Whereas, SangStat and Fleet entered into the Rights Agreement, dated as of August 14, 1995 (the "Rights Agreement"), specifying Fleet as the rights agent to the Rights Agreement and specifying the terms of the Rights (as defined therein);

Whereas, on September 19, 2001, the Board of Directors of SangStat approved the appointment of Equiserve as the rights agent to the Rights Agreement, in place of Fleet, in accordance with the terms of the Rights Agreement;

Whereas, SangStat and the Rights Agent desire to amend the Rights Agreement to appoint Equiserve as the rights agent to the Rights Agreement;

Whereas, SangStat and the Rights Agent desire to further amend the Rights Agreement in accordance with Section 27 of the Rights Agreement;

Now, Therefore, in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Amendment, and effective as of the date hereof, the parties hereby agree as follows:

1. Section 1(d) is hereby amended by deleting such subsection in its entirety and substituting the following section in its place:

"'Business Day' shall mean any day other than a Saturday a Sunday, or a day on which banking institutions in the State of Massachusetts or the state in which the principal office of the Rights Agent is located are authorized or obligated by law or executive order to close."

2. Section 1(f) is hereby amended by deleting such subsection in its entirety and substituting the following section in its place:

"'Close of Business' on any given date shall mean 5:00 P.M., Massachusetts time, on such date; provided, however, that if such a date is not a Business Day, it shall mean 5:00 P.M., Massachusetts time, on the next succeeding Business Day."

3. Section 1(i) is hereby amended by deleting such subsection in its entirety and substituting the following section in its place:

"'Continuing Director' shall mean any person who is a member of the Board of Directors of the Company."

4. Section 2 is hereby amended by deleting such section in its entirety and substituting the following section in its place:

"Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint such co-Rights Agents as it may deem necessary or desirable upon ten (10) days' prior written notice to the Rights Agent. The Rights Agent shall have no duty to supervise, and in no event be liable for, the acts or omissions of any such co-Rights Agent."

5. Section 21 is hereby amended by deleting such section in its entirety and substituting the following section in its place:

"Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the Common Shares or Preferred shares by registered or certified mail and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit such holder's Right Certificate for inspection by the company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation or trust company organized and doing business under the laws of the United States, in good standing, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has individually or combined with an affiliate at the time of its appointment as Rights Agent a combined capital and surplus of at least $100 million dollars. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be."

6. Section 26 is hereby amended as follows:

(a) The address of the Company contained in the notice provision of Section 26 shall be amended by deleting the address in its entirety and substituting the following in its place:

SangStat Medical Corporation
6300 Dumbarton Circle
Fremont, CA 94555
Attention: General Counsel

(b) The address of the Rights Agent contained in the notice provision of Section 26 shall be amended by deleting the address in its entirety and substituting the following in its place:

Equiserve Trust Company, N.A.
150 Royall Street
Canton, Massachusetts 02021
Attention: Client Administration

7. Sangstat hereby appoints Equiserve to act as the rights agent to the Rights Agreement, in accordance with the terms and conditions of the Rights Agreement as herein amended, and Equiserve hereby accepts such appointment.

8. Except as expressly amended herein, all other terms and conditions of the Rights Agreement and all schedules or exhibits thereto shall remain in full force and effect.

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In Witness Whereof, the parties hereto have caused this Amendment to be duly executed, all as of the day and year first above written.

SANGSTAT MEDICAL CORPORATION

By: /s/ Stephen G. Dance
Name: Stephen G. Dance
Title: Senior Vice President, Finance

FLEET NATIONAL BANK

By: /s/ Carol Mulvey-Eori
Name: Carol Mulvey-Eori
Title: Managing Director

EQUISERVE TRUST COMPANY, N.A.

By: /s/ Carol Mulvey-Eori
Name: Carol Mulvey-Eori
Title: Managing Director