<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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PARADIGM GENETICS, INC.
-----------------------
(Exact name of registrant as specified in its charter)
DELAWARE 56-2047837
--------- ----------
(State of incorporation or organization) (IRS Employer Identification No.)
104 ALEXANDER DRIVE, RESEARCH TRIANGLE PARK, NORTH CAROLINA 27709
---------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective upon filing 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), please check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-30758
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, $.01 PAR VALUE PER SHARE
--------------------------------------
(Title of Class)
<PAGE>
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Registrant incorporates herein by reference the description of the
Common Stock to be registered hereunder contained in the section entitled
"Description of Capital Stock" of the Prospectus included in the Registrant's
Registration Statement on Form S-1, Registration No. 333-30758 (the
"Registration Statement"), filed with the Securities and Exchange Commission on
February 18, 2000, as amended on March 8, 2000 and March 28, 2000.
Item 2. EXHIBITS.
The following exhibits are filed herewith (or incorporated by reference as
indicated below):
(1) Certificate of Incorporation of the Registrant - Delaware, to be
effective upon completion of Delaware reincorporation,
incorporated by reference to Exhibit 3.1.1 to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-30758)
(2) Certificate of Amendment of the Certificate of Incorporation of
the Registrant, incorporated by reference to Exhibit 3.1.2 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-30750)
(3) Certificate of Restatement and Elimination of Series A Preferred
Stock, Series B Preferred Stock and Series C Preferred Stock of
the Registrant, to be filed upon completion of the offering,
incorporated by reference to Exhibit 3.1.3 to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-30750)
(4) Restated Certificate of Incorporation of the Registrant -
Delaware, to be filed upon completion of the offering,
incorporated by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-30758)
(5) Bylaws of the Registrant - Delaware, to be effective upon
completion of the Delaware reincorporation, incorporated by
reference to Exhibit 3.3.1 to the Registrant's Registration
Statement on Form S-1 (Registration No. 333-30758)
(6) Restated Bylaws of the Registrant - Delaware, to be effective upon
completion of the offering, incorporated by reference to Exhibit
3.4 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-30758)
(7) Form Stock Certificate, incorporated by reference to Exhibit 4.1
to the Registrant's Registration of Common Statement on Form S-1
(Registration No. 333-30758)
2
<PAGE>
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.
PARADIGM GENETICS, INC.
Dated: April 14, 2000 By: /s/ John A. Ryals
------------------------------
John A. Ryals
Chief Executive Officer and
President
3
