<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
MAXYGEN, INC.
- -------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
Delaware 77-0449487
- --------------------------------------------- ---------------------------------------------
(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
515 Galveston Drive, Redwood City,
California 94063
- --------------------------------------------- ---------------------------------------------
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a If this Form relates to the registration of a
class of debt securities and is effective upon class of debt securities and is to become
filing pursuant to General Instruction A(c)(1) effective simultaneously with the effectiveness
please check the following box. [_] of a concurrent registration statement under the
Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following
box. [_]
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
Name of Each Exchange on Which Each
Title of Each Class to be so Registered Class is to be Registered
--------------------------------------- -------------------------
None
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act: Common Stock,
par value $.0001
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
-------------------------------------------------------
Incorporated by reference to the section of the preliminary prospectus
headed "Description of Capital Stock" contained in the Registrant's
Registration Statement on Form S-1 as amended and supplemented from time to
time (Registration No. 333-89413) originally filed with the Commission on
October 20, 1999 (the "Registration Statement").
Item 2. Exhibits
--------
The following exhibits are filed as a part of this registration
statement:
4.1 Registrant's Certificate of Incorporation, as currently in effect
(incorporated by reference to Exhibit 3.1 to the Registration
Statement)
4.2 Registrant's Amended and Restated Certificate of Incorporation,
to be effective upon closing (incorporated by reference to
Exhibit 3.8 to the Registration Statement)
4.3 Registrant's Bylaws, as currently in effect (incorporated by
reference to Exhibit 3.7 to the Registration Statement)
4.4 Registrant's Amended and Restated Bylaws, to be effective upon
closing (incorporated by reference to Exhibit 3.9 to the
Registration Statement)
5 Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Registration Statement)
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.
Date: December 7, 1999 MAXYGEN, INC.
By: /s/ Michael Rabson
---------------------------------
Michael Rabson
General Counsel and Senior
Vice President of Legal Affairs
3
