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
COMMONWEALTH BIOTECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
VIRGINIA 56-1641133
(State of incorporation or organization) (I.R.S. Employer Identification No.)
911 EAST LEIGH STREET, SUITE G-19
RICHMOND, VIRGINIA 23219
(Address of principal executive offices)
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
N/A N/A
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, no par value per share
(Title of class)
Warrants to Purchase Shares of Common Stock
(Title of class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Common Stock and the Warrants to be registered
hereunder is contained in the section entitled "Description of Securities" of
the Prospectus included in the Registrant's Registration Statement on Form SB-2,
No. 333-31731 (the "Registration Statement"), as filed with the Securities and
Exchange Commission (the "Commission") on July 21, 1997, as amended to date. The
section containing these descriptions is incorporated herein by reference.
ITEM 2. EXHIBITS.
The following exhibits are filed as a part of this registration statement:
Exhibit Number Description of the Exhibit
3.1 Amended and Restated Articles of Incorporation of
Registrant (1)
3.2 Amended and Restated Bylaws of Registrant (2)
4.1 Form of Common Stock Certificate (3)
4.2 Form of Subordinated Convertible Note (4)
4.3 Form of Underwriter's Warrant (5)
4.4 Form of Management Warrant (6)
10.2 Warrant Agreement between the Registrant
and the Underwriter relating to Offering (7)
10.3 Warrant Agreement between the Registrant and
Richard J. Freer (8)
10.4 Warrant Agreement between the Registrant and
Thomas R. Reynolds (9)
10.5 Warrant Agreement between the Registrant and
Gregory A. Buck (10)
10.6 Warrant Agreement between the Registrant and
Robert B. Harris (11)
(1) Incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form SB-2 (333-31731).
(2) Incorporated by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form SB-2 (333-31731).
(3) Incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the
Registrant's Registration Statement on Form SB-2 (333-31731).
(4) Incorporated by reference to Exhibit 4.2 to the Registrant's
Registration Statement on Form SB-2 (333-31731).
(5) Incorporated by reference to Exhibit 4.3 to Amendment No. 2 to the
Registrant's Registration Statement on Form SB-2 (333-31731).
(6) Incorporated by reference to Exhibit 4.4 to Amendment No. 2 to the
Registrant's Registration Statement on Form SB-2 (333-31731).
(7) Incorporated by reference to Exhibit 10.2 to Amendment No. 2 to the
Registrant's Registration Statement on Form SB-2 (333-31731).
(8) Incorporated by reference to Exhibit 10.3 to Amendment No. 2 to the
Registrant's Registration Statement on Form SB-2 (333-31731).
(9) Incorporated by reference to Exhibit 10.4 to Amendment No. 2 to the
Registrant's Registration Statement on Form SB-2 (333-31731).
(10) Incorporated by reference to Exhibit 10.5 to Amendment No. 2 to the
Registrant's Registration Statement on Form SB-2 (333-31731).
(11) Incorporated by reference to Exhibit 10.6 to Amendment No. 2 to the
Registrant's Registration Statement on Form SB-2 (333-31731).
<PAGE>
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.
COMMONWEALTH BIOTECHNOLOGIES, INC.
By: /s/ Robert B. Harris, Ph.D.
------------------------------
Robert B. Harris, Ph.D.
President
Dated: October 7, 1997
