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As filed with the Securities and Exchange Commission on October 18, 1996
Registration No. 34-___________________
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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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TRIANGLE PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 56-1930728
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(State of incorporation (I.R.S. Employer Identification No.)
or organization)
4 UNIVERSITY PLACE, 4611 UNIVERSITY DRIVE
DURHAM, NORTH CAROLINA 27707
(Address of Principal Executive Office) (Zip Code)
If this form related to the If this form relates to the
registration of a class of registration of a class of
debt securities and is debt securities and is to
effective upon filing pursuant become effective
to General Instruction A(c)(1) simultaneously with the
please check the following effectiveness of a concurrent
box. / / 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
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Not applicable Not applicable
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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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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
See "Description of Capital Stock--Common Stock" in the Company's
Registration Statement on Form S-1 (Registration No. 333-11793)
filed with the Securities and Exchange Commission (the
"Commission") on September 11, 1996 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. Restated Certificate of Incorporation of the Company, filed
as Exhibit 3.1 to the Company's Registration Statement.
2. Form of Second Restated Certificate of Incorporation of the
Company to be effective immediately prior to the Offerings,
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
immediately prior to the Offerings, 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.
TRIANGLE PHARMACEUTICALS, INC.
Date: October 18, 1996 By: /s/ DAVID W. BARRY
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David W. Barry,
Chairman and Chief Executive Officer
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM 8-A
UNDER
SECURITIES EXCHANGE ACT OF 1934
TRIANGLE PHARMACEUTICALS, INC.
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EXHIBIT INDEX
Exhibit
Number Exhibit*
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1. Restated Certificate of Incorporation of the Company, filed as Exhibit
3.1 to the Company's Registration Statement.
2. Form of Second Restated Certificate of Incorporation of the Company to
be effective immediately prior to the Offerings, 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 immediately
prior to the Offerings, 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 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.
