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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SANGAMO BIOSCIENCES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 68-0359556
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(State of Incorporation or (I.R.S. Employer
Organization) Identification No.)
501 CANAL BOULEVARD, SUITE A200, RICHMOND, CA 94804
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Exchange Section 12(g) of the Exchange
Act and is effective pursuant Act and is effective pursuant
to General Instruction A.(c), to General Instruction A.(d),
please check the following please check the following
box. [ ] box. [X]
Securities Act registration statement file number to which this form relates:
333-30134
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(If applicable)
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
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Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class)
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(Title of Class)
1
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Item 1. Description of Registrant's Securities to be Registered.
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Incorporated herein by reference to the Description of Capital Stock
section of the Company's Registration Statement on Form S-1 (File No. 333-30134)
(the "Registration Statement"), as originally filed on February 11, 2000, or as
subsequently amended.
Item 2. Exhibits.
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<TABLE>
Exhibit
Number Description
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<S> <C>
3.1 Amended and Restated Certificate of Incorporation of the Registrant,
as filed with the Delaware Secretary of State is incorporated herein
by reference to Exhibit 3.1 to Amendment No. 1 to the Company's
Registration Statement on Form S-1 (File No. 333-30134).
3.2 Amended and Restated Bylaws of the Registrant are incorporated
herein by reference to Exhibit 3.2 to Amendment No. 1 to the
Company's Registration Statement on Form S-1 (File No. 333-30134).
4.1 Form of Registrant's Specimen Common Stock Certificate.
</TABLE>
2
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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, there-to duly authorized.
SANGAMO BIOSCIENCES, INC.
Date: March 29, 2000 By: /s/ Shawn K. Johnson
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Shawn K. Johnson
Director of Finance
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EXHIBIT INDEX
<TABLE>
Exhibit
Number Description
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<S> <C>
3.1 Amended and Restated Certificate of Incorporation of the Registrant,
as filed with the Delaware Secretary of State is incorporated herein
by reference to Exhibit 3.1 to Amendment No. 1 to the Company's
Registration Statement on Form S-1 (File No. 333-30134).
3.2 Amended and Restated Bylaws of the Registrant are incorporated
herein by reference to Exhibit 3.2 to Amendment No. 1 to the
Company's Registration Statement on Form S-1 (File No. 333-30134).
4.1 Form of Registrant's Specimen Common Stock Certificate.
</TABLE>
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SANGAMO BIOSCIENCES, INC.
INCORPORATED IN THE STATE OF DELAWARE
COMMON SHARES COMMON SHARES
THIS CERTIFICATE IS TRANSFERABLE CUSIP 80677 10 6
IN BOSTON, MA AND NEW YORK, NY SEE REVERSE FOR CERTAIN DEFINITIONS
This certifies that
is the recordholder of
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK,
PAR VALUE $0.01 PER SHARE of
Sangamo BioSciences, Inc. transferable on the books of the Corporation by the
holder hereof in person or by duly authorized Attorney upon surrender of this
Certificate properly endorsed. This Certificate is not valid until
countersigned and registered by the Transfer Agent and Registrar.
/s/ Shawn Johnson /s/ Edward O. Lanphier
Secretary President and Chief Executive Officer
Countersigned and Registered
EQUISERVE TRUST COMPANY, N.A.
By: [illegible]
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Authorized Signature
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SANGAMO BIOSCIENCES, INC.
Upon request the Corporation will furnish any holder of shares of Common
Stock of the Corporation, without charge, with a full statement of the powers,
designations, preferences, and relative, participating, optional or other
special rights of any class or series of capital stock of this Corporation, and
the qualifications, limitations or restrictions of such preferences and/or
rights.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants in common
UNIF GIFT MIN ACT -- Custodian
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(cust) (minor)
under Uniform Gift to Minor
Act
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(state)
Additional abbreviations may also be used although not in the above item.
For Value received, ___________________________ hereby sell, assign and transfer
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE THE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
of Common Stock represented by the within Certificate, and to hereby irrevocably
constitute and appoint
_______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated ____________________
In presence of
X _______________________________ X ________________________________
THE SIGNATURE TO THE ASSIGMENT
MUST CORRESPOND WITH THE NAME AS
NOTICE: WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.
Signature(s) Guaranteed
By ______________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANK, STOCKBROKER, SAVINGS
AND LOAN ASSOCIATION AND CREDIT UNION WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO SEC RULE 17 AND 18.
