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As filed with the Securities and Exchange Commission on July 25, 2000
Registration No.
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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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DISCOVERY PARTNERS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 33-0655706
(State of Incorporation (IRS Employer Identification No.)
or Organization)
9460 TOWNE CENTRE DRIVE
SAN DIEGO, CALIFORNIA 92121
(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 12(b) securities pursuant to Section 12(g)
of the Exchange Act and is effective of the Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [ ] box. [X]
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<S> <C>
Securities Act Registration Statement File Number to which this form relates: 333-36638
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(if applicable)
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Securities to be registered pursuant to Section 12(b) of the Act:
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<CAPTION>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Not Applicable Not Applicable
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
See "Description of Capital Stock" in our Registration Statement on Form
S-1 (Registration No. 333-36638) filed with the Securities and Exchange
Commission (the "Commission") on May 9, 2000, as amended on June 23, 2000 and
July 21, 2000 and by any other amendments to such Registration Statement on Form
S-1 made prior to the effective date (collectively, the "Registration
Statement"), each of which is hereby incorporated herein by reference. The form
of Prospectus filed by us pursuant to Rule 424(b) promulgated under the
Securities Act of 1933, as amended, shall be deemed to be incorporated by
reference into the Registration Statement.
ITEM 2. EXHIBITS.
The following exhibits to this Registration Statement on Form 8-A are
incorporated by reference to the documents specified, which have been or will be
filed with the Commission:
1. Certificate of Incorporation in effect in Delaware after the
reincorporation, filed as Exhibit 3.2 to the Registration
Statement.
2. Bylaws to be in effect upon the closing of this offering, filed
as Exhibit 3.4 to the Registration Statement.
3. Specimen common stock certificate, filed as Exhibit 4.1 to the
Registration Statement.
4. Second Amended and Restated Investors' Rights Agreement among us
and the investors listed on Schedule A thereto, dated April 28,
2000, as amended June 30, 2000, filed as Exhibit 10.2 to the
Registration Statement.
5. Standstill Agreement between us and Axys Pharmaceuticals, Inc.,
dated April 28, 2000, filed as Exhibit 10.12 to the Registration
Statement.
6. Rights Agreement between us, Structural Proteomics, Inc., Richard
Fine, Boris Klebansky and Arnold Hagler, dated March 5, 2000,
filed as Exhibit 10.14 to the 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 on Form
8-A to be signed on its behalf by the undersigned, thereto duly authorized.
DISCOVERY PARTNERS INTERNATIONAL, INC.
Date: July 25, 2000 By: /s/ Jack Fitzpatrick
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Jack Fitzpatrick
Chief Financial Officer
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EXHIBIT INDEX
The following exhibits to this Registration Statement on Form 8-A are
incorporated by reference to the documents specified which have been or will be
filed with the Commission:
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<CAPTION>
Exhibit
Number Exhibit
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1. Certificate of Incorporation in effect in Delaware after the
reincorporation, filed as Exhibit 3.2 to the Registration
Statement.
2. Bylaws to be in effect upon completion of this offering filed as
Exhibit 3.4 to the Registration Statement.
3. Specimen common stock certificate, filed as Exhibit 4.1 to the
Registration Statement.
4. Second Amended and Restated Investors' Rights Agreement among us
and the investors listed on Schedule A thereto, dated April 28,
2000, as amended June 30, 2000, filed as Exhibit 10.2 to the
Registration Statement.
5. Standstill Agreement between us and Axys Pharmaceuticals, Inc.,
dated April 28, 2000, filed as Exhibit 10.12 to the Registration
Statement.
6. Rights Agreement between us, Structural Proteomics, Inc., Richard
Fine, Boris Klebansky and Arnold Hagler, dated March 5, 2000,
filed as Exhibit 10.14 to the Registration Statement.
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