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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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AUTOCYTE, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 56-1995728
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
112 ORANGE DRIVE, ELON COLLEGE, NORTH CAROLINA 27244
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(Address of principal executive offices) (Zip Code)
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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NONE NONE
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Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
See "Description of Capital Stock" on page 58 of the Registration
Statement on Form S-1 of AutoCyte, Inc. (the "Registrant") filed with the
Securities and Exchange Commission on June 27, 1997 (Registration No. 333-30227)
under the Securities Act of 1933, as amended, which is hereby incorporated by
reference pursuant to Rule 12b-23 of the Securities Exchange Act of 1934, as
amended.
ITEM 2. EXHIBITS.
2.1 Specimen certificate for shares of Common Stock, $0.01 par value,
of the Registrant. To be filed as Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-30227)
prior to the effectiveness of this Registration Statement, and
hereby incorporated by reference.
2.2 Certificate of Incorporation of the Registrant. Filed as
Exhibit 3.1 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-30227) and hereby incorporated by reference.
2.3 Certificate of Amendment of Certificate of Incorporation of the
Registrant, dated November 22, 1996. Filed as Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-30227) and hereby incorporated by reference.
2.4 Certificate of Amendment of Certificate of Incorporation of the
Registrant, dated June 27, 1997. Filed as Exhibit 3.3 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-30227) and hereby incorporated by reference.
2.5 Certificate of Amendment of Certificate of Incorporation of the
Registrant, dated June 27, 1997. Filed as Exhibit 3.4 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-30227) and hereby incorporated by reference.
2.6 Certificate of Amendment of Certificate of Incorporation of the
Registrant, dated July 14, 1997.
2.7 Form of Restated Certificate of Incorporation of the Registrant, as
proposed to be amended and restated. Filed as Exhibit 3.5 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-30227) and hereby incorporated by reference.
2.8 By-Laws of the Registrant. Filed as Exhibit 3.6 to the
Registrant's Registration Statement on Form S-1 (Registration No.
333-30227) and hereby incorporated by reference.
2.9 Form of Amended and Restated By-Laws of Registrant, as proposed to
be amended and restated. Filed as Exhibit 3.7 to the Registrant's
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Registration Statement on Form S-1 (Registration No. 333-30227) and
hereby incorporated by reference.
2.10 Amended and Restated 1996 Equity Incentive Plan (including forms of
incentive stock option certificate and nonstatutory stock option
certificate). Filed as Exhibit 10.1 to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-30227) and
hereby incorporated by reference.
2.11 1997 Director Stock Option Plan (including form of director
nonstatutory stock option certificate). Filed as Exhibit 10.2 to
the Registrant's Registration Statement on Form S-1 (Registration
No. 333-30227) and hereby incorporated by reference.
2.12 Registration Rights Agreement dated as of November 22, 1996 by and
among the Registrant and the individuals and entities listed on
Exhibit A thereto (including amendment thereof dated June 26,
1997). Filed as Exhibit 10.9 to the Registrant's Registration
Statement on Form S-1 (Registration No. 333-30227) and hereby
incorporated by reference.
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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.
AUTOCYTE, INC.
Dated: July 23, 1997 By: /s/ James B. Powell
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James B. Powell, M.D.
President
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<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit No. Description Page
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<S> <C> <C>
2.1 Specimen certificate for shares of Common Stock, $0.01 par
value, of the Registrant. To be filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-30227) prior to the effectiveness of this Registration
Statement, and hereby incorporated by reference.
2.2 Certificate of Incorporation of the Registrant. Filed as
Exhibit 3.1 to the Registrant's Registration Statement on
Form S-1 (Registration No. 333-30227) and hereby
incorporated by reference.
2.3 Certificate of Amendment of Certificate of Incorporation of
the Registrant, dated November 22, 1996. Filed as Exhibit
3.2 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-30227) and hereby incorporated by
reference.
2.4 Certificate of Amendment of Certificate of Incorporation of
the Registrant, dated June 27, 1997. Filed as Exhibit 3.3 to
the Registrant's Registration Statement on Form S-1
(Registration No. 333-30227) and hereby incorporated by
reference.
2.5 Certificate of Amendment of Certificate of Incorporation of
the Registrant, dated June 27, 1997. Filed as Exhibit 3.4 to
the Registrant's Registration Statement on Form S-1
(Registration No. 333-30227) and hereby incorporated by
reference.
2.6 Certificate of Amendment of Certificate of Incorporation of 7
the Registrant, dated July 14, 1997.
2.7 Form of Restated Certificate of Incorporation of the
Registrant, as proposed to be amended and restated. Filed as
Exhibit 3.5 to the Registrant's Registration Statement on
Form S-1 (Registration No. 333-30227) and hereby
incorporated by reference.
</TABLE>
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<TABLE>
<CAPTION>
Exhibit No. Description Page
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<S> <C> <C>
2.8 By-Laws of the Registrant. Filed as Exhibit 3.6 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-30227) and hereby incorporated by reference.
2.9 Form of Amended and Restated By-Laws of Registrant, as
proposed to be amended and restated. Filed as Exhibit 3.7 to
the Registrant's Registration Statement on Form S-1
(Registration No. 333-30227) and hereby incorporated by
reference.
2.10 Amended and Restated 1996 Equity Incentive Plan (including
forms of incentive stock option certificate and nonstatutory
stock option certificate). Filed as Exhibit 10.1 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-30227) and hereby incorporated by reference.
2.11 1997 Director Stock Option Plan (including form of director
nonstatutory stock option certificate). Filed as Exhibit 10.2
to the Registrant's Registration Statement on Form S-1
(Registration No. 333-30227) and hereby incorporated by
reference.
2.12 Registration Rights Agreement dated as of November 22,
1996 by and among the Registrant and the individuals and
entities listed on Exhibit A thereto (including amendment
thereof dated June 26, 1997). Filed as Exhibit 10.9 to the
Registrant's Registration Statement on Form S-1
(Registration No. 333-30227) and hereby incorporated by
reference.
</TABLE>
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EXHIBIT 2.6
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
AUTOCYTE, INC.
Pursuant to Section 242
of the General Corporation Law of
the State of Delaware
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AutoCyte, Inc. (hereinafter called the "Corporation"), organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify as follows:
By unanimous written consent of the Board of Directors of the
Corporation the following resolution was duly adopted, pursuant to Section 242
of the General Corporation Law of the State of Delaware, setting forth certain
amendments to the Certificate of Incorporation of the Corporation and declaring
said amendments to be advisable. The stockholders of the Corporation duly
approved said proposed amendments by written consent in accordance with Sections
228 and 242 of the General Corporation Law of the State of Delaware, and written
notice of such consent has been given to all stockholders who have not consented
in writing to said amendments. The resolution setting forth the amendments is as
follows:
RESOLVED: That Section B.3.(b) of Article FOURTH of the Certificate of
Incorporation of the Corporation be and hereby is deleted in its entirety and
the following is inserted in lieu thereof:
(b) AUTOMATIC CONVERSION. Each share of Series A Preferred
Stock shall automatically be converted into shares of Common Stock at the then
effective Conversion Price upon the closing of the sale of shares of Common
Stock for the account of the Corporation in a firm commitment underwritten
public offering pursuant to an effective registration statement under the
Securities Act of 1933, as amended, in which a majority of the committee of the
Board of Directors authorized to establish the pricing terms of the public
offering is composed of designees of holders of at least a majority of the
outstanding shares of Series A Preferred Stock.
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IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed hereto and this Certificate of Amendment to be signed by its President
this 14th day of July, 1997.
AUTOCYTE, INC.
By: /s/ James B. Powell
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Name: James B. Powell
Title: President
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