CN BIOSCIENCES INC
8-A12G, 1996-08-29
MEDICINAL CHEMICALS & BOTANICAL PRODUCTS
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<PAGE>   1
                       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


                              CN Biosciences, Inc.
             (Exact name of Registrant as specified in its charter)


     Delaware                                            33-0509785
(State of incorporation                     (I.R.S. Employer Identification No.)
or organization)


10394 Pacific Center Court
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

         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(g) of the Act:

                     Common Stock, par value $.01 per share

                                  Page 1 of 3
<PAGE>   2
         Item 1.  Description of Registrant's Securities to be Registered.

                  The Registrant's Preliminary Prospectus relating to the
proposed offering of its Common Stock, dated August 29, 1996 (the "Prospectus"),
forming a part of Amendment No. 2 to the Registrant's Registration Statement on
Form S-1 under the Securities Act of 1933, as amended (Securities Act File No.
333-8335) (the "Registration Statement"), is incorporated herein by reference.
Reference is made specifically to the sections in the Prospectus captioned
"Description of Capital Stock" and "Dividend Policy."

         Item 2.  Exhibits.

(1)           Amendment No. 2 to Registrant's Registration Statement on Form
              S-1.***

(4)(a)        Amended and Restated Certificate of Incorporation of the
              Registrant.**

(4)(b)        By-Laws of the Registrant.*

(5)           Specimen of Registrant's Common Stock certificate.**


- -----------------------

*  Incorporated by reference to Registrant's Registration Statement on Form S-1,
   Securities Act File No. 333-8335.

** Incorporated by reference to Amendment No. 1 to Registrant's Registration
   Statement on Form S-1, Securities Act File No. 333-8335.

***Incorporated by reference to Amendment No. 2 to Registrant's Registration
   Statement on Form S-1, Securities Act File No. 333-8335.

                                  Page 2 of 3
<PAGE>   3
                                    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.

                                             CN BIOSCIENCES, INC.


                                             By: /s/ James G. Stewart
                                                --------------------------------
                                             Name:   James G. Stewart
                                             Title:  Vice President, Chief 
                                                     Financial Officer and
                                                     Secretary

Date:  August 29, 1996


                                  Page 3 of 3


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