<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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
LARGE SCALE BIOLOGY CORPORATION
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 77-0154648
--------------------------------------------------------------------------------
(State of Incorporation or (I.R.S. Employer
Organization) Identification No.)
3333 VACA VALLEY PARKWAY, SUITE 1000, VACAVILLE, CA 95688
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. [ ] following box. [X]
Securities Act registration statement file number to which this form
relates: 333-34198
---------------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on Which Each
to be so Registered Class is to be Registered
------------------- -----------------------------------
<S> <C>
-------------------------- -----------------------------------
-------------------------- -----------------------------------
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.001 PAR VALUE
--------------------------------------------------------------------------------
(Title of Class)
--------------------------------------------------------------------------------
(Title of Class)
1
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered.
Incorporated herein by reference to the Description of Capital
Stock section of the Company's Registration Statement on Form S-1 (File No.
333-34198) (the "Registration Statement"), as originally filed on April 6, 2000,
or as subsequently amended.
Item 2. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
3.1 Certificate of Incorporation of the registrant. (1)
3.2 Bylaws of the registrant. (1)
4.1 Form of Registrant's Specimen Common Stock Certificate. (1)
4.2 Information and Registration Rights Agreement dated October 11,
1990 by and among the registrant and the parties who are
signatories thereto. (2)
4.3 Amendment to the Information and Registration Rights Agreement
dated October 11, 1990 by and among the registrant and the
parties who are signatories thereto. (2)
4.4 Second Amendment to the Information and Registration Rights
Agreement dated October 10, 1991 by and among the registrant and
the parties who are signatories thereto. (2)
4.5 Third Amendment to the Information and Registration Rights
Agreement dated March 20, 1998 by and among the registrant and
the parties who are signatories thereto. (2)
4.6 Fourth Amendment to the Information and Registration Rights
Agreement dated September 1, 1998 by and among the registrant and
the parties who are signatories thereto. (2)
4.8 Warrant to purchase Series E Convertible Preferred Stock dated
May 31, 1997, by and between the registrant and
Bruce A. Boyd. (2)
4.9 Warrant to purchase Series E Convertible Preferred Stock dated
February 21, 1997, by and between the registrant and Bay City
Capital LLC. (2)
4.10 Warrant to purchase 1,232,061 shares of common stock dated
September 1, 1998, by and between the registrant and Dow Chemical
Company. (2)
4.11 Warrant Agreement to purchase 1,848,091 shares of common stock
dated September 1, 1998, by and between the registrant and Dow
Chemical Company. (3)
4.12 Warrant to purchase 21,991 shares of common stock dated January
29, 1998 assigned by the registrant on January 14, 2000 to Arnold
Zimmerman. (3)
</TABLE>
2
<PAGE> 3
<TABLE>
<S> <C>
4.13 Warrant to purchase 21,991 shares of common stock dated January
29, 1998 assigned by the registrant on January 14, 2000 to
Sebastian J. Trusso. (3)
4.14 Warrant Agreement to purchase 21,991 shares of common stock
assigned by the registrant to Arnold Zimmerman. (3)
4.15 Warrant Agreement to purchase 21,991 shares of common stock
assigned by the registrant to Sebastian J. Trusso. (3)
</TABLE>
(1) Incorporated by reference to Exhibit of same number filed with Amendment
No. 3 to registrant's Registration Statement on Form S-1 (Registration No.
33-34198).
(2) Incorporated by reference to Exhibit of same number filed with Amendment
No. 1 to registrant's Registration Statement on Form S-1 (Registration No.
33-34198).
(3) Incorporated by reference to Exhibit of same number filed with Amendment
No. 3 to registrant's Registration Statement on Form S-1 (Registration No.
33-34198).
3
<PAGE> 4
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, there-to duly authorized.
LARGE SCALE BIOLOGY CORPORATION
Date: August 7, 2000 By: /s/ ROBERT L. ERWIN
---------------------------------
Robert L. Erwin
Chief Executive Officer
4
