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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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FLEMINGTON PHARMACEUTICAL CORPORATION
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(Exact name of registrant as specified in its charter)
New Jersey 22-2407152
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
43 Emery Avenue, Flemington, New Jersey, 08820
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(Address of principal executive offices, including zip code)
Securities to be registered pursuant to Section 12 (b) of the Act:
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)
Redeemable Class A Common Stock Purchase Warrants
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The securities of Flemington Pharmaceutical Corporation (the
"Registrant") to be registered hereunder are (i) the Registrant's Common
Stock, par value $.01 per share (the "Common Stock") and (ii) the Registrant's
Redeemable Class A Common Stock Purchase Warrants (the "Warrants").
The complete descriptions of the Common Stock and Warrants
are found in the Registrant's Registration Statement under the Securities Act
of 1933 on Form SB-2, File No. 33-33201 (the "Registration Statement") and
amendments thereto filed with the Commission, which are hereby incorporated by
reference pursuant to Rule 12b-23 under the Securities Exchange Act of 1934.
Such descriptions may be found in Part I of the Registration Statement under
the caption "Description of Securities".
Item 2. Exhibits.
1. (a) Specimen certificate for the Common Stock has
been filed as Exhibit 4.2 to the Registration Statement and is hereby
incorporated by reference herein.
(b) Specimen certificate for the Warrants has been
filed as an exhibit to the Form of Warrant Agreement filed as Exhibit 4.1 to
the Registration Statement and it is hereby incorporated by reference herein.
2. (a) The Certificate of Incorporation, as amended of
the Registrant has been filed as Exhibit 3.1 to the Registration Statement and
is hereby incorporated by reference herein.
(b) The Bylaws of the Registrant have been filed as
Exhibit 3.2 to the Registration Statement and is hereby incorporated by
reference herein.
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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, thereunto duly
authorized.
Flemington Pharmaceutical Corporation
By: /s/ Harry A. Dugger, III
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Harry A. Dugger, III, President
November 19, 1997
