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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
DIVERSA CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 22-3297375
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
10665 Sorrento Valley Road, San Diego, CA 92121
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(Address of principal executive offices) (Zip code)
If this form relates to the registration If this form relates to the
of a class of securities pursuant to registration of a class of
Section 12(b) of the Exchange Act and securities pursuant to Section
is effective upon filing pursuant to 12(g) of the Exchange Act and is
General Instruction A.(c), check the effective pursuant to General
following box. [_] Instruction A.(d), check the
following box. [X]
Securities Act registration statement number to which this form relates:
333-92853
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(if applicable)
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, $0.001 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 61 of
the Prospectus included in the Registrant's Form S-1 Registration Statement, No.
333-92853, filed with the Securities and Exchange Commission (the "Commission")
on December 15, 1999 and is incorporated herein by reference.
Item 2. Exhibits.
Exhibit
Number Description
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3.1 Registrant's Certificate of Incorporation, as amended, as
currently in effect (1)
3.2 Registrant's Bylaws, as amended, as currently in effect (1)
3.3 Form of Amended and Restated Certificate of Incorporation,
to be filed prior to the Closing (1)
3.4 Form of Registrant's Amended and Restated Certificate of
Incorporation, to be effective upon the closing of the
Registrant's initial public offering (1)
3.5 Form of Registrant's Amended and Restated Bylaws, to be
effective upon the closing of the Registrant's initial
public offering (1)
3.6 Form of Common Stock Certificate of Registrant (1)
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(1) Filed with the Commission as an exhibit to Registrant's Registration
Statement on Form S-1, No. 333-92853, 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 caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
DIVERSA CORPORATION
Date: January 26, 2000 By: /s/ Karin Eastham
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Karin Eastham
Senior Vice President, Finance and
Chief Financial Officer
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