ALANEX CORP
8-A12G, 1996-08-26
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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<PAGE>   1
                                    FORM 8-A

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                      SECURITIES AND EXCHANGE ACT OF 1934

                               ALANEX CORPORATION
                         (Exact name of registrant as
                           specified in its charter)

    Delaware                                                     33-0599136
- --------------------------------------------------------------------------------
(State of incorporation                                       (I.R.S. Employer
   or organization)                                          Identification No.)
 
3550 General Atomics Court, San Diego, CA                             92121
- --------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)

If this Form relates to the registration        If this Form relates to the 
of a class of debt securities and is            registration of a class of debt
effective upon filing pursuant to General       securities and is to become
Instruction (A)(c)(1) please check the          effective simultaneously with
following box. / /                              the effectiveness of a con-
                                                current registration statement
                                                under the Securities Act if
                                                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:


   Title of each class to                        Name of each exchange on which
      be so registered                           each class is to be registered
- -----------------------------                    ------------------------------

           None
- -----------------------------                    ------------------------------

       Securities to be registered pursuant to Section 12(g) of the Act:

                         Common Stock, $0.001 par value
- --------------------------------------------------------------------------------
                                (Title of class)





   
<PAGE>   2
ITEM 1.    DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

        A description of the Common Stock to be registered hereunder is
contained in the section entitled "Description of Capital Stock," commencing at
page 46 of the Preliminary Prospectus included in the Registrant's Registration
Statement on Form S-1 (Reg. No. 333-09929), filed with the Securities and
Exchange Commission on August 9, 1996, and is incorporated herein by reference.


ITEM 2.    EXHIBITS

        Exhibit
        Number  Description
        ------- -----------

        1.1     Specimen stock certificate for Registrant's Common Stock. (2)

        2.1     Registrant's Certificate of Incorporation. (1)

        2.2     Bylaws of Registrant. (1)

        2.3     Pages 46-47 of Registrant's Registration Statement on Form S-1
                (Reg. No. 333-09929), filed with the Securities and Exchange
                Commission on August 9, 1996.
 
        ---------------
        (1)     Filed with the Securities and Exchange Commission as an exhibit
                to Registrant's Registration Statement on Form S-1 (Reg.
                No. 333-09929) and incorporated herein by reference.

        (2)     To be filed with the Securities and Exchange Commission as an
                exhibit to an amendment to Registrant's Registration Statement  
                on Form S-1 (Reg. No. 333-09929). 

<PAGE>   3
                                   SIGNATURE

        Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                    ALANEX CORPORATION


                                    By: /s/ MICHELLE A. YOUNGERS
                                        ----------------------------
                                        Michelle A. Youngers
                                        Director of Finance and Secretary

Date: August 23, 1996



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