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UNITED STATES
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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Gene Logic Inc.
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(Exact name of registrant as specified in its charter)
Delaware 06-1411336
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
10150 Old Columbia Road, Columbia, MD 21046
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(Address of principal executive offices) (zip code)
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If this form relates to the registration of a class of securities If this form relates to the registration of a class of
pursuant to Section 12(b) of the Exchange Act and is securities pursuant to Section 12(g) of the Exchange Act and
effective upon filing pursuant to General Instruction A.(c), is effective pursuant to General Instruction A.(d),
check the following box. / / check the following box. /x/
Securities Act registration statement file number to which this form relates: 333-37317
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(If applicable)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to Name of Each Exchange on Which
be so Registered Each Class is to be Registered
None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Common Stock to be registered hereunder is contained
in the section entitled "Description of Capital Stock," commencing at page 59
of the Prospectus included in the Registrant's Registration Statement on Form
S-1, No. 333-37317 (the "Registration Statement"), filed with the Securities
and Exchange Commission (the "Commission") on October 7, 1997, and as
subsequently amended on October 21, 1997, and is incorporated herein by
reference.
ITEM 2. EXHIBITS.
Exhibit
Number Description
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3.1 Amended and Restated Certificate of Incorporation, to be filed
and become effective immediately following this offering.(1)
3.2 By-laws, as amended and restated, to become effective immediately
following this offering.(1)
3.3 Pages 59-61 of the above referenced Registration Statement,
portions of which are incorporated by reference herein pursuant
to Rule 12b-23.
4.1* Specimen Stock Certificate.
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* To be filed with the Securities and Exchange Commission as an
exhibit to an amendment to Registrant's Form S-1 Registration
Statement, No. 333-37317.
(1) Filed with the Securities and Exchange Commission as an exhibit
to Registrant's Form S-1 Registration Statement, No. 333-37317,
as amended, and incorporated herein 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.
GENE LOGIC INC.
(Registrant)
Date: November 4, 1997 By: /s/ Michael J. Brennan
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Michael J. Brennan, M.D., Ph.D.
President and Chief Executive
Officer
