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As filed with the Securities and Exchange Commission on December 5, 1997
Registration No. -
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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 12(g) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
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COMBICHEM, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 33-0617379
(State of incorporation (I.R.S. Employer Identification No.)
or organization)
9050 CAMINO SANTA FE
SAN DIEGO, CA 92121
(Address of Principal Executive Office) (Zip Code)
If this form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [ }
If this form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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<S> <C>
Not Applicable Not Applicable
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
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(Title of class)
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
See "Description of Capital Stock" in the Company's Registration
Statement on Form S-1 (Registration No. 333-37981) filed with
the Securities and Exchange Commission (the "Commission") on
October 15, 1997 and any amendments to the Registration
Statement made prior to the effective date (collectively, the
"Registration Statement"), each of which is hereby incorporated
herein by reference. The form of Prospectus filed by the
registrant pursuant to Rule 424(b) promulgated under the
Securities Act of 1933, as amended, shall be deemed to be
incorporated by reference into the Registration Statement.
ITEM 2. EXHIBITS.*
1. Certificate of Incorporation of the Company, as amended,
filed as Exhibit 3.1 to the Company's Registration
Statement.
2. Form of Amended and Restated Certificate of Incorporation of
the Company to become effective immediately prior to the
Offering, filed as Exhibit 3.2 to the Company's Registration
Statement.
3. Bylaws of the Company, as amended, filed as Exhibit 3.3 to
the Company's Registration Statement.
4. Form of Restated Bylaws of the Company to be effective upon
completion of the Offering, filed as Exhibit 3.4 to the
Company's Registration Statement.
5. Form of Certificate for Common Stock, filed as Exhibit 4.1
to the Company's Registration Statement.
* Pursuant to Instruction II, each exhibit listed in this Item 2 is
being simultaneously filed with copies of this Registration Statement
on Form 8-A filed with The Nasdaq Stock Market and shall not be deemed
to be filed with or incorporated by reference in (except to the extent
noted in Item 1 above) copies of this Registration Statement on Form
8-A filed with the Commission. Each exhibit listed in this Item 2 was
previously filed with the Commission as an exhibit to the Registration
Statement.
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, thereto duly authorized.
COMBICHEM, INC.
Date: December 5, 1997 By: /s/ Vicente Anido, Jr.
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Vicente Anido, Jr.
President and Chief Executive Officer
3.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM 8-A
UNDER
SECURITIES EXCHANGE ACT OF 1934
COMBICHEM, INC.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit*
- ------- --------
<S> <C>
1. Certificate of Incorporation of the Company, as amended, filed as Exhibit 3.1 to the
Company's Registration Statement.
2. Form of Amended and Restated Certificate of Incorporation of the Company to
become effective immediately prior to the Offering, filed as Exhibit 3.2 to the
Company's Registration Statement.
3. Bylaws of the Company, as amended, filed as Exhibit 3.3 to the Company's
Registration Statement.
4. Form of Restated Bylaws of the Company to be effective upon completion of the
Offering, filed as Exhibit 3.4 to the Company's Registration Statement.
5. Form of Certificate for Common Stock, filed as Exhibit 4.1 to the Company's
Registration Statement.
</TABLE>
* Pursuant to Instruction II, each exhibit listed above is being
simultaneously filed with copies of this Registration Statement on Form 8-A
filed with The Nasdaq Stock Market and shall not be deemed to be filed with
or incorporated by reference in (except to the extent noted in Item 1 above)
copies of this Registration Statement on Form 8-A filed with the Commission.
Each exhibit listed above was previously filed with the Commission as an
exhibit to the Registration Statement.
