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
Agritope, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 93-0820945
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
8505 S.W. Creekside Place
Beaverton, Oregon 97008
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(Address of principal executive offices) (Zip Code)
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 Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share (including associated preferred
stock purchase rights) (the "Common Stock")
Exhibit Index located on Page 3
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Item 1. Description of Registrant's Securities to be Registered
Registrant's Common Stock (including associated preferred
stock purchase rights) is described under the caption
"Description of Agritope Capital Stock" in the Information
Statement/Prospectus included in the Registration Statement on
Form S-1 filed with the Securities and Exchange Commission on
August 29, 1997, as amended (the "S-1 Registration
Statement"), and such description is incorporated herein by
reference. Such description will be included in the form of
prospectus to be filed by the Registrant pursuant to Rule
424(b) under the Securities Act of 1933, as amended, and the
description to be included therein is deemed to be
incorporated herein by this reference.
Item 2. Exhibits
(1) Registrant's Certificate of Incorporation
(2) Registrant's Bylaws
(3) Certificate of Designation, Preferences and Rights
of the Series A Preferred Stock
(4) Registrant's Form of Common Stock Certificate
(5) Form of Rights Agreement between Registrant and
ChaseMellon Shareholder Services, L.L.C., as Rights
Agent, which includes as Exhibit A the Designation of
Terms of the Series B Junior Participating Preferred
Stock and as Exhibit B the form of Rights
Certificate, as amended
(6) Form of stock purchase agreement in
connection with the Regulation S Sale (as
such term is defined in the S-1 Registration
Statement)
(7) Preferred Stock Purchase Agreement
between Registrant and Vilmorin dated
December 5, 1997
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.
Agritope, Inc.
/s/ Gilbert N. Miller
Dated: December 22, 1997. By:-----------------------------
Gilbert N. Miller
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Page No.
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(1) Registrant's Certificate
of Incorporation *
(2) Registrant's Bylaws *
(3) Certificate of Designation, Preferences and
Rights of the Series A Preferred Stock *
(4) Registrant's Form of Common Stock
Certificate *
(5) Form of Rights Agreement between Registrant
and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent, which includes as Exhibit A
the Designation of Terms of the Series
B Junior Participating Preferred
Stock and as Exhibit B the form of
Rights Certificate, as amended *
(6) Form of stock purchase agreement in
connection with the Regulation S Sale (as
such term is defined in the S-1 Registration
Statement) *
(7) Preferred Stock Purchase Agreement
between Registrant and Vilmorin dated
December 5, 1997 *
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* Incorporated by reference to Exhibits 3.1, 3.2, 3.3, 4.1,
4.2, 4.3 and 4.4, respectively, of the S-1 Registration Statement.
