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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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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GENENCOR INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 16-1362385
(State of incorporation or organization) (I.R.S. Employer Identification No.)
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925 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(Address, including zip code, of registrant's principal executive offices)
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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: 333-36452
Securities to be registered pursuant to Section 12(b) of the Act:
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NAME OF EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE REGISTERED EACH CLASS IS TO BE REGISTERED
None. None.
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Securities to be registered pursuant to Section 12(g) of the Act:
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NAME OF EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE REGISTERED EACH CLASS IS TO BE REGISTERED
Common stock, par value $0.01 per share. NASDAQ National Market.
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Item 1. Description of Registrant's Securities to be Registered.
This registration statement relates to the registration of shares of Common
Stock, par value $0.01 per share, of Genencor International, Inc. (the
"Registrant"). Reference is made to the section entitled "Description of Capital
Stock" in the prospectus forming a part of the Registrant's Registration
Statement on Form S-1 (File No. 333-36452) that was filed with the Securities
and Exchange Commission on May 5, 2000 (the "Registration Statement"), and all
amendments to the Registration Statement subsequently filed with the Commission,
including any prospectus relating thereto filed subsequently pursuant to Rule
424 of the Securities Act of 1933, as amended, which is hereby deemed
incorporated by reference herein in accordance with the Instruction to Item 1 of
Form 8-A.
Item 2. Exhibits
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Exhibit Number Description
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3.3 Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.3 to the
Registration Statement on Form S-1 (File No. 333-36452) of the Registrant, as amended).
3.4 Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.4 to the Registration
Statement on Form S-1 (File No. 333-36452) of the Registrant, as amended).
4.1 Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-1 (File No. 333-36452) of the Registrant, as amended).
10.2 Stock Option and Stock Appreciation Right Plan (Incorporated by reference to Exhibit 10.2 to
the Registration Statement on Form S-1 (File No. 333-36452) of the Registrant, as amended).
10.3 Form of Nonstatutory Stock Option or Stock Appreciation Right Agreement under the Stock
Option and Stock Appreciation Right Plan (Incorporated by reference to Exhibit 10.3 to the
Registration Statement on Form S-1 (File No. 333-36452) of the Registrant, as amended).
10.4 Form of Stock Grant Notice (Incorporated by reference to Exhibit 10.4 to the Registration
Statement on Form S-1 (File No. 333-36452) of the Registrant, as amended).
10.5 Stockholder Agreement between the Company, Eastman Chemical Company and Danisco A/S, dated
July 25, 2000 (Incorporated by reference to Exhibit 10.5 to the Registration Statement on
Form S-1 (File No. 333-36452) of the Registrant, as amended).
10.24 Form of Restricted Stock Purchase Agreement (Incorporated by reference to Exhibit 10.24 to
the Registration Statement on Form S-1 (File No. 333-36452) of the Registrant, as amended).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
GENENCOR INTERNATIONAL, INC.
By: /s/ STUART L. MELTON
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Stuart L. Melton
Senior Vice President Commercial and
Legal Affairs
Dated: July 26, 2000
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