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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
Calgene II, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 68-0369863
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(State of incorporation (IRS Employer
or organization) Identification No.)
1920 Fifth Street, Davis, California 95616
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001
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(Title of class)
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Item 1: Description of Registrant's Securities to be Registered.
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The description under the heading "Description of Newco Capital Stock"
relating to the Registrant's Common Stock, $.001 par value per share, in the
Prospectus included in the Registrant's Registration Statement on Form S-4 filed
with the Securities and Exchange Commission on February 6, 1996 (the
"Registration Statement on Form S-4"), Registration No. 33-00739, is
incorporated herein by reference.
Item 2: Exhibits
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The following exhibits are filed herewith (or incorporated by reference as
indicated below):
1. Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.2 to the Registration
Statement on Form S-4).
2. By-Laws of the Registrant (incorporated by reference to Exhibit 3.3
to the Registration Statement on Form S-4).
3. Specimen Common Stock Certificate of the Registrant (incorporated by
reference to Exhibit 4.1 to the Registration Statement on Form S-4).
4. Stockholders Agreement between the Registrant and Monsanto Company
(incorporated by reference to Annex B to the Prospectus included in
the Registration Statement on Form S-4).
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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.
CALGENE II, INC.
By: /s/ Roger H. Salquist
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Roger H. Salquist
President and
Chief Executive Officer
Date: March 26, 1996
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