<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EXCEL LEGACY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 33-0781747
(State of Incorporation) (I.R.S. Employer
Identification No.)
16955 VIA DEL CAMPO, SUITE 100 92127
SAN DIEGO, CALIFORNIA (Zip Code)
(Address of Principal
Executive Offices)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to
12(b) of the Exchange Act and is Section 12(g) of the Exchange
effective pursuant to General Act and is effective pursuant
Instruction A.(c), please check to General Instruction A.(d),
the following box. /X/ please check the following
box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
<S> <C>
Common Stock, par value $.01 per share American Stock Exchange
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
------------------------
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Excel Legacy Corporation, a Delaware corporation (the "Company"),
will issue shares (the "Shares") of Common Stock, par value $.01 per
share, of the Company. A description of the Shares meeting the
requirements of this item appears under the heading "DESCRIPTION OF
THE COMPANY'S CAPITAL STOCK" in the Company's Registration Statement
on Form 10 (File No. 0-23503), as amended, filed with the Securities
and Exchange Commission (the "Commission") on December 12, 1997.
ITEM 2. EXHIBITS.
3.1 Amended and Restated Certificate of Incorporation of
Excel Legacy Corporation. (1)
3.2 Amended and Restated Bylaws of Excel Legacy Corporation.
(1)
4.1 Form of Common Stock Certificate. (2)
(1) Previously filed with the Commission and incorporated
herein by reference from the Company's Registration Statement on Form S-11 (File
No. 333-55715) filed with the Commission on June 1, 1998.
(2) Previously filed with the Commission and incorporated
herein by reference from Amendment No. 1 to the Company's Registration Statement
on Form 10 (File No. 0-23503) filed with the Commission on February 10, 1998.
2
<PAGE>
SIGNATURE
------------------------
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Company has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: November 13, 1998
EXCEL LEGACY CORPORATION
By: /s/ Graham R. Bullick
----------------------------------
Graham R. Bullick, Ph.D.
Senior Vice President
3
