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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CURAGEN CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 06-133140
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(State of incorporation or organization) (IRS Employer Identification No.)
555 LONG WHARF DRIVE, 11TH FLOOR, NEW HAVEN, CONNECTICUT 06511
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(Address of principal executive offices) (Zip Code)
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Title of each class Name of each exchange
to be so registered on which each class is
to be registered
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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. [_]
Securities Act registration statement file number to which this form relates:
333-38051 (if applicable)
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 Par Value Per Share
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(Title of Class)
Total Number of Pages: 3
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Item 1. Description of Registrant's Securities To Be Registered.
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The Registrant incorporates herein by reference the following portions
of the Registrant's Registration Statement on Form S-1 filed by the Registrant
under the Securities Act of 1933, as amended, on October 16, 1997 and amended on
November 6, 1997, December 16, 1997, February 17, 1998, February 19, 1998,
February 23, 1998, March 2, 1998, and March 13, 1998 as the same may be
subsequently amended by amendments to the Registration Statement, and, to the
extent applicable, such portions of any prospectus relating to such Registration
Statement filed pursuant to Rule 424(b) under the Securities Act of 1933, as
amended:
Description of Capital Stock
-- Common Stock
-- Non-Voting Common Stock
-- Preferred Stock
-- Warrants
-- Registration Rights
-- Delaware Law and Certain Charter and Bylaw Provisions
Item 2. Exhibits.
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The Registrant incorporates herein by reference the following Exhibits
to the Registrant's Registration Statement on Form S-1 filed by the Registrant
under the Securities Act of 1933, as amended, on October 16, 1997 and amended on
November 6, 1997, December 16, 1997 February 17, 1998, February 19, 1998,
February 23, 1998, March 2, 1998, and March 13, 1998 as the same may be
subsequently amended by amendments to the Registration Statement:
(1) Amended and Restated Certificate of Incorporation of the
Registrant, filed as Exhibit 3.1 to the Registration Statement on
Form S-1 filed on October 16, 1997.
(2) Certificate of Amendment of Restated Certificate of Incorporation
of the Registrant and Certificate of Amendment of Designation,
Preferences and Rights of Series E Preferred Stock of the
Registrant, filed as Exhibit 3.2 to the Registration Statement on
Form S-1 filed on December 16, 1997.
(3) Amended and Restated Certificate of Incorporation of the
Registrant, filed as Exhibit 3.3 to the Registration Statement on
Form S-1 filed on March 13, 1998.
(4) Amended and Restated Bylaws of the Registrant, filed as Exhibit
3.4 to the Registration Statement on Form S-1 filed on October
16, 1997.
(5) Amended and Restated Bylaws of the Registrant filed as Exhibit
3.5 to the Registration on Form S-1 filed on March 13, 1998.
(6) Specimen Certificate representing the Common Stock, filed as
Exhibit 4.2 to the Registration Statement on Form S-1 filed on
March 13, 1998.
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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.
CURAGEN CORPORATION
By: /s/ Jonathan M. Rothberg, Ph.D.
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Jonathan M. Rothberg, Ph.D.,
Chief Executive Officer, President and
Chairman of the Board
Dated: March 13, 1998
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