<PAGE>
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
CENTOCOR DIAGNOSTICS, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2918699
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
244 Great Valley Parkway
Malvern, Pennsylvania 19355
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(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 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE REGISTERED EACH CLASS IS TO BE REGISTERED
None None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Class A Common Stock,
$.01 par value per share
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
In response to this item, incorporated by reference herein is the
description of Registrant's Class A Common Stock, $.01 par value per share,
contained under the caption "Description of Capital Stock - Common Stock" set
forth on pages 45 and 46 of the Prospectus (Subject to Completion) dated
November 24, 1997 that forms a part of Amendment No. 1 to Registrant's Form S-1
Registration Statement No. 333-38027.
ITEM 2. EXHIBITS
EXHIBIT NO. DESCRIPTION
1 Specimen of Registrant's Class A Common Stock certificate.
2 Form of Amended and Restated Articles of Incorporation of Registrant
(incorporated herein by reference to Exhibit No. 3.1 filed under
Amendment No. 1 to Registrant's Form S-1 Registration Statement No.
333-38027).
3 Form of Bylaws of Registrant (incorporated herein by reference to
Exhibit No. 3.2 filed under Registrant's Form S-1 Registration
Statement No. 333-38027).
4 The description of the Class A Common Stock of Registrant is
contained under the caption "Description of Capital Stock - Common
Stock" set forth on page 45 and 46 of the Prospectus (Subject to
Completion) dated November 24, 1997 (incorporated herein by
reference to Amendment No. 1 to Registrant's Form S-1 Registration
Statement No. 333-38027).
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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.
CENTOCOR DIAGNOSTICS, INC.
By: /s/ Richard A. Bierly
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Richard A. Bierly
Vice President and Chief Financial Officer
Dated: December 4, 1997
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
1 Specimen of Registrant's Class A Common Stock certificate.
2 Form of Amended and Restated Articles of Incorporation of Registrant
(incorporated herein by reference to Exhibit No. 3.1 filed under
Amendment No. 1 to Registrant's Form S-1 Registration Statement No.
333-38027).
3 Form of Bylaws of Registrant (incorporated herein by reference to
Exhibit No. 3.2 filed under Registrant's Form S-1 Registration
Statement No. 333-38027).
4 The description of the Class A Common Stock of Registrant is
contained under the caption "Description of Capital Stock - Common
Stock" set forth on page 45 and 46 of the Prospectus (Subject to
Completion) dated November 24, 1997 (incorporated herein by
reference to Amendment No. 1 to Registrant's Form S-1 Registration
Statement No. 333-38027).
<PAGE>
Exhibit 1
<TABLE>
<S> <C> <C>
NUMBER SHARES
- ------------- -------------
A [LOGO] Centocor diagnostics inc.
- ------------- -------------
CLASS A COMMON STOCK
SEE REVERSE FOR
THIS CERTIFICATE IS TRANSFERABLE IN CERTAIN DEFINITIONS
BOSTON, MA OR NEW YORK, NY INCORPORATED UNDER THE LAWS OF THE
COMMONWEALTH OF PENNSYLVANIA CUSIP 152341 10 3
</TABLE>
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THIS CERTIFIES THAT
is the owner of ____________
- --------------------------------------------------------------------------------
FULLY PAID AND NON-ASSESSABLE SHARES OF THE CLASS A COMMON STOCK, PAR VALUE
$.01 PER SHARE, OF CENTOCOR DIAGNOSTICS, INC., transferable on the books of the
Company by the holder hereof, in person or by his attorney, upon surrender of
this Certificate properly endorsed. This Certificate and the shares represented
hereby are issued and shall be held subject to the provisions of the Articles of
Incorporation and the amendments thereof, of the Company (copies of which are on
file with the Transfer Agent and Registrar), to all of which the holder by
acceptance hereof assents. A statement with respect thereto may be obtained as
stated on the back of this Certificate. This Certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar.
IN WITNESS WHEREOF the said Company has caused this Certificate to be signed
with the facsimile signatures of its duly authorized officers, and its facsimile
seal to be hereunto affixed.
Dated:
/s/ Richard A. Bierly CENTOCOR DIAGNOSTICS, INC. /s/ R. James Danehy
Secretary CORPORATE SEAL President
1997
PENNSYLVANIA
COUNTERSIGNED AND REGISTERED:
BANKBOSTON, N.A.
TRANSFER AGENT
AND REGISTRAR
BY /s/ Mary Penezic
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The Company will furnish to any shareholder upon request and without charge a
full statement of the designations, preferences, limitations and relative rights
of the shares of each class of stock authorized to be issued. Such request may
be made to the Secretary of Centocor Diagnostics, Inc. or to the Transfer Agent
and Registrar.
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Keep this certificate in a safe place. If it is lost, stolen or destroyed the
Company will require a bond of indemnity as a condition to the issuance of a
replacement certificate.
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The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - _______ Custodian _______
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with under Uniform Gifts to Minors
right of survivorship and Act _________________________
not as tenants in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
For value received, _____________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
_______________________________________________________________________________
_______________________________________________________________________________
________________________________________________________________________ shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Company with full
power of substitution in the premises.
Dated ________________________________
__________________________________________________
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
NOTICE: WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.
