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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
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ARRAY BIOPHARMA INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 84-1460811
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1885 33RD STREET, BOULDER, CO 80301
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(Address of Principal Executive Offices) (Zip Code)
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<S> <C>
If this form relates to the registration of a class of If this form relates to the registration of a class
securities pursuant to Section 12(b) of the Exchange of securities pursuant to Section 12(g) of the
Act and is effective pursuant to General Instruction Exchange Act and is effective pursuant to General
A.(c), check the following box. [ ] Instruction A. (d), check the following box. [X]
Securities Act registration statement file number to which this form relates: 333-45922
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(if applicable)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Names of Each Exchange on Which
to be so Registered Each Class is to be Registered
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NONE
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.001 PER SHARE
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Information with respect to the common stock, par value $.001 per
share, (the "Common Stock") of the Registrant is incorporated by reference to
the section captioned "Description of Capital Stock" in the Registrant's
registration statement on Form S-1 (SEC File No. 333-45922), as initially filed
with the Securities and Exchange Commission on September 15, 2000 and
subsequently amended (the "Registration Statement") and any form of prospectus
filed pursuant to Rule 424(b) under the Securities Act of 1933 in connection
with such Registration Statement.
ITEM 2. EXHIBITS.
The following exhibits are incorporate herein by reference:
3.1 Amended and Restated Certificate of Incorporation of the Registrant
(currently in effect) *
3.2 Form of Amended and Restated Certificate of
Incorporation of the Registrant (to be filed with the
Secretary of State of the State of Delaware upon the
closing of the Registrant's initial public offering) *
3.3 Amended and Restated Bylaws of the Registrant (currently in
effect) *
3.4 Form of Amended and Restated Bylaws of the Registrant
(to become effective upon the closing of the
Registrant's initial public offering) *
4.1 Specimen certificate representing the Common Stock of the
Registrant *
10.16 Amended and Restated Investors Rights Agreement between
Registrant and the parties whose signatures appear on
the signature pages thereto dated November 16, 1999 *
10.17 Amendment No. 1 to Amended and Restated Investors
Rights Agreement between Registrant and the parties
whose signatures appear on the signature pages thereto
dated August 31, 2000 *
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* Filed as an exhibit to the Registrant's Registration Statement (as defined
above) and incorporated herein by reference thereto.
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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.
Array BioPharma Inc.
Date: November 16, 2000 By: /s/ Robert E. Conway
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Robert E. Conway
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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3.1 Amended and Restated Certificate of Incorporation of the Registrant
(currently in effect) *
3.2 Form of Amended and Restated Certificate of
Incorporation of the Registrant (to be filed with the
Secretary of State of the State of Delaware upon the
closing of the Registrant's initial public offering) *
3.3 Amended and Restated Bylaws of the Registrant (currently in
effect) *
3.4 Form of Amended and Restated Bylaws of the Registrant
(to become effective upon the closing of the
Registrant's initial public offering) *
4.1 Specimen certificate representing the Common Stock of the
Registrant *
10.16 Amended and Restated Investors Rights Agreement between
Registrant and the parties whose signatures appear on
the signature pages thereto dated November 16, 1999 *
10.17 Amendment No. 1 to Amended and Restated Investors
Rights Agreement between Registrant and the parties
whose signatures appear on the signature pages thereto
dated August 31, 2000 *
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* Filed as an exhibit to the Registrant's Registration Statement (as defined
above) and incorporated herein by reference thereto.
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