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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
NANOGEN, INC.
(Exact name of registrant as specified
in its charter)
Delaware 33-0489621
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
10398 Pacific Center Court, San Diego, California 92121
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
<S> <C>
None None
</TABLE>
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-42791
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value per share
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
In response to this item, incorporated by reference is the description of the
Common Stock, $.001 par value per share (the "Common Stock"), of Nanogen, Inc.
(the "Registrant") contained under the caption "Description of Capital Stock" in
the Prospectus (Subject to Completion) that forms a part of the Registrant's
Registration Statement on Form S-1 (the "Registration Statement"), as filed with
the Securities and Exchange Commission on December 19, 1997 (File No.
333-42791). If such description is subsequently amended, the description as
subsequently amended is hereby incorporated by reference to this item.
Item 2. Exhibits.
The following exhibits are filed as a part of this Registration Statement:
<TABLE>
<S> <C>
1(a)* Restated Certificate of Incorporation of the Registrant,
as filed with the Secretary of State of the State of
Delaware on November 7, 1997 (incorporated herein by
reference to Exhibit 3.(i)1 of the Registration
Statement).
1(b)* Form of Restated Certificate of Incorporation of the
Registrant, to be filed upon the closing of the offering
(incorporated herein by reference to Exhibit 3.(i)2 of the
Registration Statement).
2(a)* Bylaws of the Registrant (incorporated herein by reference
to Exhibit 3.(ii)1 of the Registration Statement).
2(b)* Form of Amended and Restated Bylaws of the Registrant, to
be effective upon the closing of the offering
(incorporated herein by reference to Exhibit 3.(ii)2 of
the Registration Statement).
3* Form of Common Stock Certificate of Registrant
(incorporated herein by reference to Exhibit 4.1 of the
Registration Statement).
4 The description of the Common Stock of the Registrant
contained under the caption "Description of Capital Stock"
set forth on page 58 of the Prospectus (Subject to
Completion) is incorporated herein by reference from the
Registration Statement. If such description is
subsequently amended, the description as subsequently
amended is hereby incorporated by reference to this item.
</TABLE>
* Filed as an exhibit to the Registration Statement or subsequent amendments
thereto.
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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.
Dated: December 23, 1997.
NANOGEN, INC.
By /s/ Harry J. Leonhardt
-------------------------------
Harry J. Leonhardt
Vice President, General Counsel
and Secretary
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
1(a)* Restated Certificate of Incorporation of the Registrant,
as filed with the Secretary of State of the State of
Delaware on November 7, 1997 (incorporated herein by
reference to Exhibit 3.(i)1 of the Registration
Statement).
1(b)* Form of Restated Certificate of Incorporation of the
Registrant, to be filed upon the closing of the offering
(incorporated herein by reference to Exhibit 3.(i)2 of the
Registration Statement).
2(a)* Bylaws of the Registrant (incorporated herein by reference
to Exhibit 3.(ii)1 of the Registration Statement).
2(b)* Form of Amended and Restated Bylaws of the Registrant, to
be effective upon the closing of the offering
(incorporated herein by reference to Exhibit 3.(ii)2 of
the Registration Statement).
3* Form of Common Stock Certificate of Registrant
(incorporated herein by reference to Exhibit 4.1 of the
Registration Statement).
4 The description of the Common Stock of the Registrant
contained under the caption "Description of Capital Stock"
set forth on page 58 of the Prospectus (Subject to
Completion) is incorporated herein by reference from the
Registration Statement. If such description is
subsequently amended, the description as subsequently
amended is hereby incorporated by reference to this item.
* Filed as an exhibit to the Registration Statement or subsequent amendments
thereto.
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