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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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CELLOMICS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 25-1763831
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
635 William Pitt Way
Pittsburgh, PA 15238
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(Address of Principal Executive Offices) Zip Code
If this form relates to the registration If this form relates to the
of a class of securities pursuant to registration of a class of
Section 12(b) of the Exchange Act and is securities pursuant to Section 12(g)
effective pursuant to General Instruction of the Exchange Act and is effective
A.(c), please check the following box. pursuant to General Instruction
/ / A.(d), please check the following
box. /X/
Securities Act registration statement file number to which the form relates is:
333-31680.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered Name of Each Exchange on Which
Each Class is to be Registered
_______________________________________ __________________________________
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share (the "Common Stock")
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The registrant is registering shares of Common Stock pursuant to a
registration Statement on Form S-1 (File No. 333-31680) that was originally
filed with the Securities and Exchange Commission (the "Commission") on March
3, 2000, as amended by Amendment No. 1 to the Registration Statement on April
14, 2000, Amendment No. 2 to the Registration Statement on September 1, 2000
and Amendment No. 3 to the Registration Statement on November 16, 2000 (the
"Registration Statement"). Reference is made to the section entitled
"Description of Capital Stock" in the prospectus forming a part of the
Registration Statement, and all amendments to the Registration Statement
subsequently filed with the Commission, including any prospectus relating
thereto filed subsequently pursuant to Rule 424(b) of the Securities Act of
1933, as amended. Such Registration Statement and all amendments filed after the
date hereof to the Registration Statement are hereby deemed to be incorporated
by reference into this Registration Statement in accordance with the Instruction
to Item 1 of this Form.
Item 2. Exhibits.
1. Amended and Restated Certificate of Incorporation of
Cellomics, Inc. (incorporated herein by reference is Exhibit
3.1 to the Registration Statement)
2. Bylaws of Cellomics, Inc. (incorporated by reference into
Exhibit 3.2 to the Registration Statement)
3. Loan and Security Agreement with Transamerica Business Credit
Corporation, including warrant, dated June 30, 1999
(incorporated herein by reference is Exhibit 4.1 to the
Registration Statement)
4. Master Loan and Security Agreement with Oxford Venture
Finance, LLC, including warrant, dated July 21, 1999
(incorporated herein by reference is Exhibit 4.2 to the
Registration Statement)
5. Series A Preferred Stock and Warrant Purchase Agreement by
and among certain purchasers listed and Cellomics, Inc., dated
January 21, 1998 (incorporated herein by reference is Exhibit
4.3 to the Registration Statement)
6. Series B Preferred Stock Purchase Agreement by and among
certain purchasers listed and Cellomics, Inc., dated February
23, 2000 (incorporated herein by reference is Exhibit 4.4 to
the Registration Statement)
7. Form of Specimen Stock Certificate of Registrant's Common
Stock (incorporated herein by reference is Exhibit 4.5 to the
Registration Statement)
8. Common Stock Purchase Agreement by and between Beckman
Coulter, Inc. and Cellomics, Inc., dated as of June 9, 2000
(incorporated herein by reference is Exhibit 10.18 to the
Registration Statement)
9. Series C Preferred Stock Purchase Agreement by and among the
Purchasers and on Exhibit A thereto and Cellomics, Inc., dated
as of September 27, 2000 (incorporated herein by reference is
Exhibit 10.20 to the Registration Statement)
10. First Amendment to the Beckman Stock Purchase Agreement,
dated as of October 25, 2000 (incorporated herein by reference
is Exhibit 10.21 to the Registration Statement)
11. Notice of Sale, dated October 2, 2000, under the Beckman Stock
Purchase Agreement (incorporated herein by reference is
Exhibit 10.22 to the Registration Statement)
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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.
CELLOMICS, INC.
By: /s/ L. Robert Johnston, Jr.
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Name: L. Robert Johnston, Jr.
Title: Vice President and Chief
Financial Officer
Dated: December 5, 2000
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EXHIBIT INDEX
1. Amended and Restated Certificate of Incorporation of
Cellomics, Inc. (incorporated herein by reference is Exhibit
3.1 to the Registration Statement)
2. Bylaws of Cellomics, Inc. (incorporated by reference into
Exhibit 3.2 to the Registration Statement)
3. Loan and Security Agreement with Transamerica Business Credit
Corporation, including warrant, dated June 30, 1999
(incorporated herein by reference is Exhibit 4.1 to the
Registration Statement)
4. Master Loan and Security Agreement with Oxford Venture
Finance, LLC, including warrant, dated July 21, 1999
(incorporated herein by reference is Exhibit 4.2 to the
Registration Statement)
5. Series A Preferred Stock and Warrant Purchase Agreement by
and among certain purchasers listed and Cellomics, Inc., dated
January 21, 1998 (incorporated herein by reference is Exhibit
4.3 to the Registration Statement)
6. Series B Preferred Stock Purchase Agreement by and among
certain purchasers listed and Cellomics, Inc., dated February
23, 2000 (incorporated herein by reference is Exhibit 4.4 to
the Registration Statement)
7. Form of Specimen Stock Certificate of Registrant's Common
Stock (incorporated herein by reference is Exhibit 4.5 to the
Registration Statement)
8. Common Stock Purchase Agreement by and between Beckman
Coulter, Inc. and Cellomics, Inc., dated as of June 9, 2000
(incorporated herein by reference is Exhibit 10.18 to the
Registration Statement)
9. Series C Preferred Stock Purchase Agreement by and among the
Purchasers and on Exhibit A thereto and Cellomics, Inc., dated
as of September 27, 2000 (incorporated herein by reference is
Exhibit 10.20 to the Registration Statement)
10. First Amendment to the Beckman Stock Purchase Agreement,
dated as of October 25, 2000 (incorporated herein by reference
is Exhibit 10.21 to the Registration Statement)
11. Notice of Sale, dated October 2, 2000, under the Beckman Stock
Purchase Agreement (incorporated herein by reference is
Exhibit 10.22 to the Registration Statement)
