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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
VARIAGENICS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
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Delaware 04-3182077
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(State of Incorporation (IRS Employer
or Organization) Identification No.)
60 Hampshire St.
Cambridge, MA 02139
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class If this form relates to the registration of a class
of securities pursuant to Section 12(b) of the of securities pursuant to Section 12(g) of the
Exchange Act and is effective pursuant to Exchange Act and is effective pursuant to
General Instruction A.(c), please check the General Instruction A.(d), please check the
following box. / / following box. /X/
Securities Act registration statement file number to which this form relates: 333-33558
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(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, $.01 par value
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(Title of Class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
We incorporate by reference the description of our common stock, $.01
par value per share, appearing under the headings "Description of Capital
Stock" and "Shares Eligible for Future Sale" in our Registration Statement on
Form S-1, including any amendments thereto (File No. 333-33558).
Item 2. EXHIBITS.
The following exhibits are filed as part of this registration statement:
3.1* Certificate of Incorporation of the Company, as amended.
3.2* Restated Certificate of Incorporation of the Company, to be
effective upon the closing of the Initial Public Offering.
3.3* By-laws of the Company.
3.4* Restated Bylaws of the Company, to be effective upon the closing
of the Initial Public Offering.
3.5* Certificate of Correction of Certificate of Amendment of
Certificate of Incorporation.
3.6* Certificate of Correction of Certificate of Amendment of
Certificate of Incorporation.
3.7* Form of Certificate of Amendment of Restated Certificate of
Incorporation.
4.1* Specimen certificate for shares of common stock.
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* Incorporated by reference to Exhibits of the same number to our
Registration Statement on Form S-1, including any amendments thereto (File
No. 333-33558).
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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.
VARIAGENICS, INC.
Date: July 14, 2000 By: /s/ Taylor J. Crouch
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Taylor J. Crouch
President and Chief Executive
Officer
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