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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Kosan Biosciences Incorporated
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(Exact name of Registrant as specified in its charter)
Delaware 94-3217016
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(State of incorporation or organization) (IRS Employer I.D. No.)
3832 Bay Center Place, Hayward, CA 94545
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(Address of principal executive offices)
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
(if applicable): 333-33732
Securities to be registered pursuant to Section 12(b) of the Act:
None
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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 SECURITIES TO BE REGISTERED
Incorporated by reference to pages 56 through 57 of the Preliminary
Prospectus contained in Registrant's Registration Statement on Form
S-1, as amended, originally filed on March 31, 2000 (the "S-1
Registration Statement").
Item 2. EXHIBITS
The following exhibits are filed as a part of this registration
statement:
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1.* Specimen certificate for Registrant's Common Stock;
2.** Certificate of Incorporation of the Registrant, as currently in effect;
3.*** Amended and Restated Certificate of Incorporation of the Registrant to be filed
upon completion of the offering;
4.**** Bylaws of the Registrant, as currently in effect;
5.***** Bylaws of the Registrant as in effect upon completion of the offering;
6.****** Third Amended and Restated Registration Rights Agreement, dated as of March
30, 2000, between the Registrant and the stockholders named therein.
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* Incorporated by reference to Exhibit 4.1 to the S-1 Registration Statement.
** Incorporated by reference to Exhibit 3.1 to the S-1 Registration Statement.
*** Incorporated by reference to Exhibit 3.2 to the S-1 Registration Statement.
**** Incorporated by reference to Exhibit 3.3 to the S-1 Registration Statement.
***** Incorporated by reference to Exhibit 3.4 to the S-1 Registration Statement.
****** Incorporated by reference to Exhibit 4.2 to the 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: September 27, 2000 KOSAN BIOSCIENCES INCORPORATED
By: /s/ Susan M. Kanaya
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Susan M. Kanaya
Vice President, Finance and Chief
Financial Officer
