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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
Ascent Pediatrics, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 04-3047405
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(State of incorporation (IRS Employer
or organization) Identification No.)
187 Ballardvale Street, Wilmington, Massachusetts 01887
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(Address of principal executive offices) (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 1993 pursuant to General
Instruction A.(c)(2), please check the following box.
[ ]
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 $.00004
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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 Capital Stock" relating
to the Registrant's Common Stock, $.00004 par value per share, in the Prospectus
included in the Registrant's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission (the "Registration Statement on Form S-1")
(File No. 333-23319) 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 3.1 to the Company's Registration
Statement on Form S-1.
2. Certificate of Correction of Certificate of Amendment of the Registrant,
incorporated by reference to Exhibit 3.2 to the Company's Registration
Statement on Form S-1.
3. Certificate of Amendment of Amended and Restated Certificate of
Incorporation of the Registrant, incorporated by reference to Exhibit 3.3
to the Company's Registration Statement on Form S-1.
4. Form of Certificate of Amendment to be filed prior to the consummation of
the public offering, incorporated by reference to Exhibit 3.4 to the
Company's Registration Statement on Form S-1.
5. Form of Second Amended and Restated Certificate of Incorporation of the
Registrant, to be filed upon the closing of the public offering,
incorporated by reference to Exhibit 3.5 to the Company's Registration
Statement on Form S-1.
6. Amended and Restated Bylaws of the Registrant, incorporated by reference to
Exhibit 3.6 to the Company's Registration Statement on Form S-1.
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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.
ASCENT PEDIATRICS, INC.
By: /s/Alan R. Fox
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Alan R. Fox
President and Chief Executive Officer
Dated: April 4, 1997
