8-A12G/A 1 form8a_a.txt FORM 8A/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A AMENDING FORM 8-A FILED INITIALLY ON JULY 18, 2000 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Miravant Medical Technologies (Exact name of Registrant as specified in its charter) Delaware 77-0222872 (State of incorporation or organization) (IRS Employer I.D. No.) 336 Bollay Drive, Santa Barbara, CA 93117 (Address of principal executive offices) 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. 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 (if applicable): Not applicable. Securities to be registered pursuant to Section 12(b) of the Act: None (Title of Class) Securities to be registered pursuant to Section 12(g) of the Act: NASDAQ OTCBB Preferred Stock Purchase Rights This Form 8-A/A amends and supplements the Form 8-A filed by Miravant Medical Technologies, or the Company, on July 18, 2000 and as amended on May 24, 2001, which are referred to in this report as the "Form 8-A". Item 1. Description of Registrant's Securities to be Registered Item 1 of the Form 8-A is amended and supplemented by adding the following: On December 31, 2004, the Board of Directors of the Company authorized an amendment to the Preferred Stock Rights Agreement, dated as of July 13, 2000, or the Rights Agreement, between the Company and U.S. Stock Transfer Corporation, as Rights Agent. The amendment revises the definition of "Acquiring Person" in the Rights Agreement to provide that the none of the following entities is deemed an "Acquiring Person" in connection with a transfer among any of the following entities of any shares of the Company's common stock (or securities convertible into shares of the Company's common stock) beneficially owned by such entities on the date of the amendment: GORUMNA, LTD. (BVI) PLEYEL HOLDINGS, LIMITED (BVI) BIG CAT CAPITAL, LIMITED (BVI) ACACIAS FINANCIAL, LIMITED (BVI) ALERT INVESTMENTS, LIMITED (BVI) CAMELFORD HOLDINGS, LIMITED (BVI) DANUBE FINANCIAL, LIMITED (BVI) DELICE FINANCIAL, LIMITED (BVI) IRIS FINANCIAL, LIMITED (BVI) PEARL WAVES, INC. (BVI) PRINCESS FINANCE LIMITED, A BVI COMPANY BOMOSEEN INVESTMENTS, LIMITED DANDELION INTERNATIONAL, LIMITED KINARO INVESTMENTS S.A. MOREBATH HOLDINGS, LIMITED SAULES HOLDINGS, LIMITED SILVER CREEK INVESTMENTS, LIMITED ST. CLOUD INVESTMENTS, LIMITED TIOMAN FINANCE, LIMITED Each of the foregoing entities is an existing securityholder of the Company. The amendment is attached as Exhibit 4.3 hereto and incorporated herein by reference. Item 2. Exhibits 4.1 Preferred Stock Rights Agreement, dated as of July 13, 2000, between Miravant Medical Technologies and U.S. Stock Transfer Corporation including the Certificate of Designation, the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B, and C, respectively. (incorporated by reference to Exhibit 4.1 to the Company's Report on Form 8-A, filed July 18, 2000) 4.2 Amendment to the Rights Agreement, dated as of April 24, 2001, between Miravant Medical Technologies and U.S. Stock Transfer Corporation, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed May 24, 2001) 4.3 Amendment to the Rights Agreement, dated as of December 31, 2004, between Miravant Medical Technologies and U.S. Stock Transfer Corporation, as Rights Agent. (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed January 4, 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, thereunto duly authorized. Miravant Medical Technologies Dated: January 4, 2005 By: /s/ John M. Philpott -------------------- John M. Philpott Chief Financial Officer