<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
ABGENIX, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware (94-3248826)
- --------------------------------------------------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
7601 Dumbarton Circle
Fremont, California 94555
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
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, $.0001 par value per share
- --------------------------------------------------------------------------------
(Title of Class)
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered
Incorporated by reference to "Description of Capital Stock" set
forth in the Registrant's Registration Statement on Form S-1
originally filed with the Securities and Exchange Commission on
April 3, 1998 and all amendments thereto (the "Form S-1").
Item 2. Exhibits
The following exhibits are filed as a part of this registration:
1. Certificate of Incorporation of the Registrant, as
currently in effect. (1)
2. Form of Restated Certificate of Incorporation of the
Registrant, to be filed immediately following the closing
of the offering made under the Form S-1. (2)
3. Bylaws of the Registrant, as currently in effect. (3)
4. Form of Amended and Restated Bylaws of the Registrant, to
be adopted immediately following the closing of the
offering made under the Form S-1. (4)
5. Specimen Common Stock Certificate. (5)
- ---------------
(1) Incorporated by reference to Exhibit 3.1 to the Form S-1.
(2) Incorporated by reference to Exhibit 3.3 to the Form S-1.
(3) Incorporated by reference to Exhibit 3.4 to the Form S-1.
(4) Incorporated by reference to Exhibit 3.5 to the Form S-1.
(5) Incorporated by reference to Exhibit 4.1 to the Form S-1.
<PAGE> 3
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.
Date: May 5, 1998 Abgenix, Inc.
By: /s/ R. Scott Greer
---------------------------------------
R. Scott Greer
President and Chief Executive Officer
