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

ARTES MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		33-0870808
(State of incorporation or organization)		(IRS Employer
		Identification No.)
5870 Pacific Center Boulevard, San Diego, CA		92121
(Address of principal executive offices)		(Zip Code)
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:

(Title of Class)

 

 

Item 1. Description of Securities to be Registered.

     On May 29, 2008, the Board of Directors of Artes Medical, Inc. (the “Company”) declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of Common Share, $0.001 par value (the “Common Shares”), of the Company. The dividend is payable on June 23, 2008 (the “Record Date”) to stockholders of record as of the close of business on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Participating Preferred Stock, $0.001, of the Company (the “Preferred Shares”), subject to adjustment, at a price of $50.00 per one-thousandth of a share, subject to adjustment (the “Purchase Price”). The description and terms of the Rights are set forth in a Preferred Shares Rights Agreement (the “Rights Agreement”) dated as of June 13, 2008 between the Company and Mellon Investor Services LLC, as Rights Agent (the “Rights Agent”).

     The following is a general description only and is subject to the detailed terms and conditions of the Rights Agreement. A copy of the Certificate of Designations is attached as Exhibit 3.8 to this Registration Statement and is incorporated herein by reference. A copy of the Rights Agreement, including the Form of Rights Certificate, is attached as Exhibit 4.22 to this Registration Statement and is incorporated herein by reference.

     Rights Evidenced by Common Share Certificates

     The Rights will not be exercisable until the Distribution Date (defined below). Accordingly, Common Share certificates outstanding on the Record Date will evidence the Rights related thereto, and Common Share certificates issued after the Record Date will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption, exchange or expiration of the Rights), the surrender or transfer of any certificates for Common Shares, even without notation or a copy of the Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate.

     Distribution Date

     The Rights will separate from the Common Shares, certificates for the Rights (“Rights Certificates”) will be issued and the Rights will become exercisable upon the earlier of: (i) the close of business on the tenth day after a the first public announcement that a person or group has, without the prior approval of the Board of Directors, acquired beneficial ownership of 20% or more of the Company’s Common Shares (an “Acquiring Person”) or such earlier date as a majority of the members of the Board of Directors shall become aware of the existence of an Acquiring Person or (ii) the close of business (or such later date as may be determined by action of a majority of the Board of Directors) on the tenth day after an Acquiring Person commences, or announces the intention to commence, a tender or exchange offer, the consummation of which would result in ownership by the Acquiring Person of 20% or more of the Common Share. The earlier of such dates is referred to as the “Distribution Date”.

     Issuance of Rights Certificates, Expiration of Rights

     As soon as practicable following the Distribution Date, separate Rights 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 Rights Certificates alone will evidence the Rights from and after the Distribution Date. Unless otherwise determined by the Board of Directors, all Common Shares issued prior to the Distribution Date will be issued with Rights. Common Shares issued after the Distribution Date may be issued with Rights if such shares are issued (i) upon the exercise, conversion or exchange of securities issued after adoption of the Rights Agreement or (ii) pursuant to the exercise of stock options or under any employee benefit plan or arrangement. Except as otherwise determined by the Board of Directors, no other Common Shares issued after the Distribution Date will be issued with Rights. In addition, no Common Shares issued after the Distribution Date will be issued with Rights if such issuance would result in (or create a significant risk) (i) of material adverse tax consequences to the Company or the person to whom such Rights Certificate would be issued or (ii) that such options or plans would not qualify for otherwise available special tax treatment. The Rights will expire on June 12, 2018 (the “Final Expiration Date”), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company or expire upon consummation of certain mergers, consolidations or sales of assets, as described below.

     Initial Exercise of the Rights

     Following the Distribution Date, and until the occurrence of one of the subsequent events described below, holders of the Rights will be entitled to receive, upon exercise and the payment of $50.00 per Right, one one-thousandth of a Preferred Share.

     Exchange Provision

     At any time after an Acquiring Person has become such and prior to the Acquiring Person beneficially owning 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by the Acquiring Person or its affiliates), in whole or in part, at an exchange ratio of one Common Share per Right (subject to adjustment).

     Right to Buy Common Shares at Half Price

     Unless the Rights are earlier redeemed or exchanged, in the event that an Acquiring Person becomes such, other than pursuant to a tender offer which is made for all of the outstanding Common Shares and approved by a majority of the Board of Directors after determining that the offer is both adequate and otherwise in the best interests of the Company and its stockholders (a “Permitted Offer”), then proper provision will be made so that each holder of a Right which has not theretofore been exercised (other than Rights beneficially owned by the Acquiring Person, which will thereafter be void) will thereafter have the right to receive, upon exercise of a Right, one Common Share. In the event that the Company does not have a sufficient number of Common Shares available, or the Board decides that such action is necessary or appropriate and not contrary to the interests of Rights holders, the Company may,

among other things, instead substitute cash, assets or other securities for the Common Shares into which the Rights would have otherwise been exercisable.

     Right to Buy Acquiring Company Stock at Half Price

     Similarly, unless the Rights are earlier redeemed or exchanged, in the event that, after the Shares Acquisition Date (as defined below), (i) the Company consolidates with or merges into another entity, (ii) another entity consolidates with or merges into the Company or (iii) the Company sells or otherwise transfers 50% or more of its consolidated assets or earning power, proper provision must be made so that each holder of a Right which has not theretofore been exercised (other than Rights beneficially owned by the Acquiring Person, which will thereafter be void) will thereafter have the right to receive, upon exercise, a number of shares of Common Share of the acquiring company having a then current value equal to two times the Purchase Price (unless the transaction satisfies certain conditions and is consummated with a person who acquired shares pursuant to a Permitted Offer, in which case the Rights will expire).

     Adjustments to Prevent Dilution

     The Purchase Price payable, the number of Rights and the number of Preferred Shares, Common Shares or other securities or property issuable upon exercise of the Rights are subject to adjustment from time to time to prevent dilution as set forth in the Rights Agreement. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price.

     Rights and Preferences of the Preferred Shares

     Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to an aggregate dividend of 1,000 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a preferential liquidation payment equal to accrued but unpaid dividends plus the greater of $1,000 per share and 1,000 times the aggregate per share amount to be distributed to the holders of Common Shares. Each Preferred Share will have 1,000 votes, voting together with the holders of Common Shares, except as required by law or the Certificate of Designations of Rights, Preferences and Privileges of Series A Participating Preferred Stock. In the event of any merger, consolidation or other transaction in which Common Shares are changed or exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per Common Share. These rights are protected by customary anti-dilution provisions. Because of the nature of the dividend, liquidation and voting rights of the Preferred Shares, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share.

     Redemption

     At any time prior to an Acquiring Person becoming such, the Company may, at its option and with the approval of the Board of Directors, redeem the Rights in at a price of $0.00001 per Right (“Redemption Price”), payable, at the Company’s option, in cash or Common Shares.

     No Stockholders’ Rights Prior to Exercise

     Until a Right is exercised for Preferred Shares, the holder thereof, as such, will have no rights as a stockholder of the Company (other than any rights resulting from such holder’s ownership of Common Shares), including, without limitation, the right to vote or to receive dividends.

     Amendment of Rights Agreement

     The provisions of the Rights Agreement may be supplemented or amended by the Board of Directors in any manner prior to the Distribution Date without the approval of Rights holders. After the Distribution Date, the provisions of the Rights Agreement may be supplemented or amended by the Board in order to cure any ambiguity, defect or inconsistency or to make changes which do not adversely affect the interests of Rights holders (other than an Acquiring Person).

     Certain Anti-takeover Effects

     The Rights approved by the Board are designed to protect and maximize the value of the outstanding equity interests in the Company in the event of an unsolicited attempt by an acquiror to take over the Company, in a manner or on terms not approved by the Board of Directors. Takeover attempts frequently include coercive tactics to deprive a corporation’s Board of Directors and its stockholders of any real opportunity to determine the destiny of the corporation. The Rights have been declared by the Board in order to deter such tactics, including a gradual accumulation of shares in the open market of a 20% or greater position to be followed by a merger or a partial or two-tier tender offer that does not treat all stockholders equally. These tactics unfairly pressure stockholders, squeeze them out of their investment without giving them any real choice and deprive them of the full value of their shares.

     The Rights are not intended to prevent a takeover of the Company and will not do so. The Rights are not exercisable in the event of an attempt by an acquirer to take over the Company if such attempt is in a manner or on terms approve by the Board of Directors. Accordingly, the Rights should not preclude any merger or business combination approved by the Board of Directors. Issuance of the Rights does not in any way weaken the financial strength of the Company or interfere with its business plans. The issuance of the Rights has no immediate dilutive effect, will not affect reported earnings per share, should not be taxable to the Company or to its stockholders and will not change the way in which the Company’s shares are presently traded. The Company’s Board of Directors believes that the Rights represent a sound and reasonable means of addressing the complex issues of corporate policy created by the current takeover environment. However, the Rights may have the effect of rendering more difficult or discouraging an acquisition of the Company deemed undesirable by the Board of Directors. The Rights may cause substantial dilution to a person or group that attempts to acquire the Company on terms or in a manner not approved by the Company’s Board of Directors, except pursuant to an offer conditioned upon the negation, purchase or redemption of the Rights.

Item 2. Exhibits.

Exhibit No.		Description
3.8		Certificate of Designations of Rights, Preferences and Privileges of Series A Participating Preferred Stock.
4.22		Preferred Shares Rights Agreement, dated June 13, 2008 between the Company and Mellon Investor Services LLC.

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.

		ARTES MEDICAL, INC.
Date: June 16, 2008		By		/s/ Christopher J. Reinhard   Christopher J. Reinhard, Executive Chairman

ARTES MEDICAL, INC.

REGISTRATION STATEMENT ON FORM 8-A

EXHIBIT INDEX

				Page Number Under
				Sequential
Exhibit				Numbering
No.		Exhibit		System
3.8		Certificate of Designations of Rights, Preferences and Privileges of Series A Participating Preferred Stock.
4.22		Preferred Shares Rights Agreement, dated June 13, 2008 between the Company and Mellon Investor Services LLC.