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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
ORCHID BIOSCIENCES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 22-3392819
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(State of incorporation or organization) (IRS Employer Identification No.)
303 COLLEGE ROAD EAST, PRINCETON, NJ 08540
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [_]
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), 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 box. [X]
Securities Act registration statement file number to which this Form relates:
333-30774
NONE
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 Per Share
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The Registrant incorporates herein by reference the description of the
Common Stock to be registered hereunder contained in the Section entitled
"Description of Capital Stock" of the Prospectus included in the Registrant's
Registration Statement on Form S-1, Registration No. 333-30774 (the
"Registration Statement") filed by the Registrant under the Securities Act of
1933 on February 18, 2000, as amended on April 7, 2000 and as the same may be
subsequently amended by amendments to the Registration Statement, and, to the
extent applicable, such portions of any Prospectus relating to such Registration
Statement filed pursuant to Rule 424(b) under the Securities Act of 1933:
Item 2. Exhibits.
The Registrant incorporates herein by reference the following Exhibits to the
Registrant's Registration Statement:
Exhibit
Number Description
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3.2 Restated Certificate of Incorporation of the Registrant, to be
effective upon the closing of this offering. (1)
3.4 Amended and Restated Bylaws of the Registrant, to be effective
upon the closing of this offering. (2)
4.1 Specimen certificate for shares of common stock. (2)
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(1) Filed as the like-numbered exhibit to the Registration Statement and
incorporated herein by reference.
(2) To be filed by amendment.
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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.
ORCHID BIOSCIENCES, INC.
By: /s/ Donald R. Marvin
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Donald R. Marvin
Senior Vice President, Corporate Development
Chief Operating Officer & Chief Financial
Officer
Dated: April 7, 2000
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