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As filed with the Securities and Exchange Commission on July 11, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ROSETTA INPHARMATICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 91-1770023
(State of incorporation or organization) (IRS Employer
Identification No.)
12040 115TH AVENUE N.E.
KIRKLAND, WA 98034
(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 of the class of
Section 12(b) of Exchange Act and is securities pursuant to Section
effective pursuant to General Instruction 12(g) of the Exchange Act and is
A.(c), check the following box. / / effective pursuant to General
Instruction A.(d), check the
following box. / /
Securities Act registration statement file number to which this form relates:
333-32780 (if applicable)
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
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001
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(Title of Class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Incorporated by reference to the information set forth under the caption
"Description of Capital Stock" in the Registrant's Registration Statement on
Form S-1 (SEC File No. 333-32780) (the "FORM S-1 REGISTRATION STATEMENT").
Item 2. EXHIBITS
The following exhibits are filed as a part of this Registration
Statement:
1. Specimen certificate for Registrant's Common Stock--incorporated
herein by reference to Exhibit 4.1 to the Form S-1 Registration
Statement.
2.1 Certificate of Incorporation--incorporated herein by reference to
Exhibit 3.3 to the Form S-1 Registration Statement.
2.2 Form of Amended and Restated Certificate of Incorporation to
be filed with the Delaware Secretary of State upon the closing
of the offering--incorporated herein by reference to Exhibit
3.2 to the Form S-1 Registration Statement.
2.3 Amended and Restated Bylaws--incorporated herein by reference to
Exhibit 3.3 to the Form S-1 Registration Statement.
2.4 Amended and Restated Bylaws, to take effect upon the closing
of the offering--incorporated herein by reference to Exhibit
3.4 to the Form S-1 Registration Statement.
2.5 Amended and Restated Investor's Rights Agreement dated March
15, 2000 between the Registrant and certain holders of the
Registrant's securities--incorporated herein by reference to
Exhibit 4.2 to the Form S-1 Registration Statement.
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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: July 11, 2000
/s/ John J. King, II
By:
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John J. King, II
Chief Operating Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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1 Specimen certificate for Registrant's Common Stock --
incorporated herein by reference to Exhibit 4.1 to the Form S-1
Registration Statement.
2.1 Certificate of Incorporation -- incorporated herein by reference
to Exhibit 3.3 to the Form S-1 Registration Statement.
2.2 Form of Amended and Restated Certificate of Incorporation to be
filed with the Delaware Secretary of State upon the closing of
the offering -- incorporated herein by reference to Exhibit 3.2
to the Form S-1 Registration Statement.
2.3 Amended and Restated Bylaws -- incorporated herein by reference
to Exhibit 3.3 to the Form S-1 Registration Statement.
2.4 Amended and Restated Bylaws, to take effect upon the closing of
the offering -- incorporated herein by reference to Exhibit 3.4
to the Form S-1 Registration Statement.
2.5 Amended and Restated Investor's Rights Agreement dated March 15,
2000 between the Registrant and certain holders of the
Registrant's securities -- incorporated herein by reference to
Exhibit 4.2 to the Form S-1 Registration Statement.
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