<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
INTRABIOTICS PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 94-3200380
(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
1255 Terra Bella Ave. Mountain View, CA 94043
(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), check the following. /X/
Securities Act registration statement number to which this form relates:
333-95461
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act: Common Stock,
$.001 par value.
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Common Stock to be registered hereunder is
contained in the section entitled "Description of Capital Stock" of the
Prospectus included in the Registrant's Amendment No. 1 to Form S-1 Registration
Statement, No 333-95461, filed with the Securities and Exchange Commission on
February 29, 2000, as finally amended (the "Amended Registration Statement"),
and is incorporated herein by reference. The initial Form S-1 Registration
Statement, No. 333-95461 was filed on January 27, 2000.
ITEM 2. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
3.1 Amended and Restated Certificate of Incorporation, as currently in effect. (1)
3.2 Form of Certificate of Amendment of Certificate of Incorporation. (1)
3.3 Form of Amended and Restated Certificate of Incorporation, to be filed prior to the
closing of this offering. (1)
3.4 Form of Amended and Restated Certificate of Incorporation to be filed upon the
closing of this offering. (1)
3.5 Bylaws, as currently in effect. (1)
3.6 Form of Amended and Restated Bylaws of the Registrant. (1)
4.1 Form of Specimen Certificate for Registrant's Common Stock. (1)
</TABLE>
- --------------------------------------
(1) Filed as an exhibit to the Registration Statement on Form S-1,
No. 333-95461, as amended and incorporated herein by
reference.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
INTRABIOTICS PHARMACEUTICALS, INC.
(Registrant)
Date: March 17, 2000 By: /s/ KENNETH J. KELLEY
-----------------------------------
Kenneth J. Kelley
Chief Executive Officer
