<PAGE> 1
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
Penwest Pharmaceuticals Co.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1513032
- ---------------------------- -------------------------
(State of incorporation (IRS Employer
or organization) Identification No.)
2981 Route 22, Patterson, NY 12563-9970
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
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 1993 pursuant to General
Instruction A.(c)(2), please check the following box.
[ ]
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, par value $.001
-----------------------------
(Title of class)
<PAGE> 2
Item 1: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description under the heading "Description of Capital Stock" relating
to the Registrant's Common Stock, $.001 par value per share, in the Prospectus
included in the Registrant's Registration Statement on Form S-1 as filed with
the Securities and Exchange Commission (the "Registration Statement on Form
S-1") (File No. 333-38389) is incorporated herein by reference.
Item 2: EXHIBITS.
The following exhibits are filed herewith (or incorporated by reference as
indicated below):
1. Amended and Restated Articles of Incorporation of the Registrant,
incorporated by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1.
2. Amended and Restated Bylaws of the Registrant, incorporated by
reference to Exhibit 3.2 to the Company's Registration Statement on
Form S-1.
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.
PENWEST PHARMACEUTICALS CO.
By: /s/ John V. Talley, Jr.
-------------------------------------
John V. Talley, Jr.
President and Chief Operating Officer
Dated: December 5, 1997
-2-
