ANTHRA PHARMACEUTICALS INC
8-A12G, 1998-04-28
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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                       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

                              ---------------------

                          ANTHRA PHARMACEUTICALS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                                    <C>
                DELAWARE                               22-3007972
      (STATE OR OTHER JURISDICTION                  (I.R.S. EMPLOYER
    OF INCORPORATION OR ORGANIZATION)            IDENTIFICATION NUMBER)

     103 CARNEGIE CENTER, SUITE 102                       08540
          PRINCETON, NEW JERSEY                        (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
                              ---------------------

    If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. |_|

    If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. |X|

    Securities Act registration statement file number to which this form
relates:  333-47725.

Securities to be registered pursuant to Section 12(b) of the Exchange Act:  None

Securities to be registered pursuant to Section 12(g) of the Exchange Act:

Common Stock, $0.01 par value per share
(Title of class)
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ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
         A complete description of the Common Stock, $0.01 par value per share,
         of Anthra Pharmaceuticals, Inc. (the "Registrant"), which is to be
         registered hereunder is contained under the caption "Description of
         Capital Stock" in the Registration Statement on Form S-1 (File No.
         333-47725) filed by the Registrant with the Securities and Exchange
         Commission on March 11, 1998, as amended from time to time. Such
         description is hereby incorporated by reference.

ITEM 2. EXHIBITS.
         The following exhibits are filed herewith (or incorporated by reference
         as indicated below):

<TABLE>
<CAPTION>
         Exhibit Number    Description
         --------------    -----------

<S>                        <C>
         1                 Amended and Restated Certificate of Incorporation of
                           the Registrant. Reference is made to Exhibit 3.1 to
                           the Registration Statement on Form S-1 (File No.
                           333-47725) of the Registrant, as amended.

         2                 Bylaws of the Registrant. Reference is made to
                           Exhibit 3.2 to the Registration Statement on Form S-1
                           (File No. 333-47725) of the Registrant, as amended.

         3                 Specimen Common Stock Certificate. Reference is made
                           to Exhibit 4.2 to the Registration Statement on Form
                           S-1 (File No. 333-47725) of the Registrant, as
                           amended.

         4                 Fifth Amended and Restated Registration Rights
                           Agreement dated October 14, 1997, by and among the
                           Company, Advanced Technology Ventures III, L.P.,
                           Sevin Rosen Fund III, L.P., Allstate Insurance
                           Company, Allstate Life Insurance Company, Aperture
                           Associates, L.P., Schering Berlin Venture
                           Corporation, Prodesfarma, S.A. and Nycomed Pharma AS.
                           Reference is made to Exhibit 4.3 to the Registration
                           Statement on Form S-1 (File No. 333-47725) of the
                           Registrant, as amended.

         5                 1990 Stock Plan, as amended. Reference is made to
                           Exhibit 10.13 to the Registration Statement on Form
                           S-1 (File No. 333-47725) of the Registrant, as
                           amended.
</TABLE>

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<PAGE>   3
                                    SIGNATURE



         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.



                          ANTHRA PHARMACEUTICALS, INC.



                              By:  /s/ Michael C. Walker
                                   Name:  Michael C. Walker
                                   Title: President and Chief Executive Officer
                                   (Principal Executive Officer)


Date: April 28, 1998

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