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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DELTAGEN, INC.
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(Exact name of registrant as specified in its charter)
Delaware (after reincorporation) 94-3260659
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(State of incorporation or (I.R.S. Employer Identification No.)
organization)
1003 Hamilton Avenue, Menlo Park, California 94025
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which each
Title of each class to be so registered class is to be registered
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None None
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: 333-34668
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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Item 1. Description of Registrant's Securities to be Registered.
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In response to this item, incorporated by reference is the description
of the Common Stock, $0.001 par value per share (the "Common Stock"), of
Deltagen, Inc. (the "Registrant") contained under the caption "Description of
Capital Stock" in the Prospectus (Subject to Completion) dated July 17, 2000
that forms a part of the Registrant's Registration Statement on Form S-1
(File No. 333-34668) (the "Registration Statement"). If such description is
subsequently amended, the description as subsequently amended is hereby
incorporated by reference to this item.
Item 2. Exhibits.
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The following exhibits are filed as a part of this Registration
Statement:
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<CAPTION>
Exhibit
Number Description of Document
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<S> <C>
1(a)* Restated Certificate of Incorporation of the Registrant,
as filed with the Secretary of State of the State of
Delaware on January 21, 2000 (incorporated herein by
reference to Exhibit 3(i).1 of the Registration Statement).
1(b)* Certificate of Amendment of Restated Certificate of
Incorporation of the Registrant, as filed with the
Secretary of State of the State of Delaware on July 12,
2000 (incorporated herein by reference to Exhibit 3(i).2
of the Registration Statement).
1(c)* 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).3 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 64 of the Prospectus (Subject
to Completion) dated July 17, 2000 is incorporated
</TABLE>
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* Filed as an exhibit to the Registration Statement or subsequent amendments
thereto.
* Filed as an exhibit to the Registration Statement or subsequent amendments
thereto.
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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.
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: July 25, 2000.
DELTAGEN, INC.
By /s/ William Matthews, Ph.D.
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William Matthews, Ph.D.
President and Chief Executive Officer
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INDEX TO EXHIBITS
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<TABLE>
<CAPTION>
Exhibit
Number Exhibit
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<S> <C>
1(a)* Amended and Restated Certificate of Incorporation of the
Registrant, as filed with the Secretary of State of the State
of Delaware on January 21, 2000 (incorporated herein by
reference to Exhibit 3(i).1 of the Registration Statement).
1(b* Certificate of Amendment of Restated Certificate of Incorporation
of the Registrant, as filed with the Secretary of State of the
State of Delaware on July 12, 2000 (incorporated herein by
reference to Exhibit 3(i).2 of the Registration Statement).
1(c)* 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).3 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 64 of the Prospectus (Subject to Completion) dated July 17,
2000 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>
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* Filed as an exhibit to the Registration Statement or subsequent
amendments thereto.
* Filed as an exhibit to the Registration Statement or subsequent
amendments thereto.
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