<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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ARENA PHARMACEUTICALS, INC.
--------------------------------------------------
(Exact name of registrant specified in Charter)
DELAWARE 23-2908305
--------------------- ------------------------
(State or other (IRS Employee
jurisdiction of Identification No.)
incorporation)
6166 Nancy Ridge Drive
San Diego, CA 92121
---------------------------------------- -----------------
(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 pursuant to General
Instruction A. (c), please 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:
333-35944
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
Not Applicable Not Applicable
------------------- ------------------------------
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $0.0001 par value
---------------------------------
(Title of class)
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered
Arena Pharmaceuticals, Inc. is registering shares of Common Stock, par
value $0.0001 per share, pursuant to a Registration Statement on Form S-1 (File
No. 333-35944) that was filed with the Securities and Exchange Commission on
April 28, 2000 (the "Registration Statement"). Reference is made to the sections
entitled "Prospectus Summary" and "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 of the
Securities Act of 1933, as amended. Such Registration Statement and all
amendments 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.
3.1 Form of Fourth Amended and Restated Certificate of Incorporation
of the Company (Incorporated by reference to Exhibit 3.1 to the
Registration Statement on Form S-1 (File No. 333-35944) of the
Registrant, as amended).
3.2 Bylaws of the Company (Incorporated by reference to Exhibit 3.2
to the Registration Statement on Form S-1 (File No. 333-35944)
of the Registrant, as amended).
4.2 Form of Registrant's Common Stock Certificate (Incorporated by
reference to Exhibit 4.2 to the Registration Statement on Form
S-1 (file no. 333-35944) of the Registrant, as amended).
4.3 Investor Rights Agreements (Incorporated by reference to Exhibit
4.3 to the Registration Statement on Form S-1 (file no.
333-35944) of the Registrant, as amended).
2
<PAGE> 3
SIGNATURES
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, thereunto duly
authorized.
ARENA PHARMACEUTICALS, INC.
By: /s/ JACK LIEF
--------------------------------------
Name: Jack Lief
Dated: July 26, 2000 Title: President and Chief Executive Officer
3