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As filed with the Securities and Exchange Commission on January 22, 1998
Total Number of Pages -
Index to Exhibits at Page -
UNITED STATES
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
LJL BIOSYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0360183
(State of incorporation or organization) (IRS Employer
Identification No.)
404 Tasman Drive, Sunnyvale, CA 94089
(Address of principal executive offices) (Zip Code)
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:
333-43529 (if applicable)
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
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
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(Title of Class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Incorporated by reference to the information set forth under the
caption "Description of Capital Stock" in the Registrant's Registration
Statement on Form S-1 (SEC File No. 333-43529) (the "Form S-1 Registration
Statement").
Item 2. EXHIBITS
The following exhibits are filed as a part of this Registration
Statement:
3.1 Amended and Restated Certificate of Incorporation of the
Company, as currently in effect.(1)
3.2 Form of Amended and Restated Certificate of Incorporation of
the Company, to be filed and become effective prior to the
effective date of the offering.(1)
3.3 Form of Amended and Restated Certificate of Incorporation of
the Company, to be filed and become effective upon completion
of the offering.(1)
3.4 Bylaws of the Company.(1)
3.5 Form of Amended and Restated Bylaws of the Company, to be
effective upon completion of the offering.(1)
4.2 Specimen Stock Certificate.(2)
4.3 Amended and Restated Investors' Rights Agreement dated June
17, 1997 between the Company and the individuals and entities
listed in the signature pages thereto.(1)
(1) Filed as an exhibit to the Form S-1 Registration Statement, with exhibit
number same as above, and incorporated herein by reference.
(2) To be filed as an exhibit to the Form S-1 Registration Statement.
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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.
Date: January 22, 1998 LJL BIOSYSTEMS, INC.
By: /s/ Lev J. Leytes
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Lev J. Leytes,
PRESIDENT, CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD OF DIRECTORS
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INDEX TO EXHIBITS
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
3.1 Amended and Restated Certificate of Incorporation of Incorporated by
the Company, as currently in effect. reference
3.2 Form of Amended and Restated Certificate of Incorporated by
Incorporation of the Company, to be filed and become reference
effective prior to the effective date of the offering.
3.3 Form of Amended and Restated Certificate of Incorporated by
Incorporation of the Company, to be filed and become reference
effective upon completion of the offering.
3.4 Bylaws of the Company. Incorporated by
reference
3.5 Form of Amended and Restated Bylaws of the Company, Incorporated by
to be effective upon completion of the offering. reference
4.2 Specimen Stock Certificate. Incorporated by
reference
4.3 Amended and Restated Investors' Rights Agreement Incorporated by
dated June 17, 1997 between the Company and the reference
individuals and entities listed in the signature
pages thereto.
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