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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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
CENES PHARMACEUTICALS PLC
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(Exact Name of Registrant as Specified in Its Charter)
SCOTLAND N/A
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
COMPASS HOUSE
VISION PARK
CHIVERS WAY
HISTON
CAMBRIDGE CB4 9ZR
UNITED KINGDOM
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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), please 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), please check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-12270
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(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act: None
Title of Each Class Name of Each Exchange on Which
To Be Registered Each Class Is To Be Registered
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Securities to be registered pursuant to Section 12(g) of the Act:
Ordinary Shares of 10 Pence Each
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LO1:\241008\01\34427.0005
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
For a full description of the ordinary shares of 10 pence each of CeNeS
Pharmaceuticals plc ("CeNeS"), reference is made to the information
contained under the caption "Description of CeNeS Ordinary Shares" in
the proxy statement/prospectus (the "Proxy Statement/Prospectus") dated
November 14, 2000, which forms part of the Registration Statement on
Form F-4 (File No. 333-12270), filed by CeNeS with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, which
Registration Statement was declared effective on November 14, 2000 (the
"Registration Statement"). The information contained in the Proxy
Statement/Prospectus and the Registration Statement is incorporated
herein by reference.
ITEM 2. EXHIBITS
1. Memorandum and Articles of Association of CeNeS Pharmaceuticals plc
(incorporated by reference to Exhibit 3.1 of Registration Statement on
Form F-4 (File No. 333-12270)).
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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.
Date: December 18, 2000 CENES PHARMACEUTICALS PLC
By: /s/ Neil Clark
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Name: Neil Clark
Title: Finance Director and Secretary
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EXHIBIT INDEX
1. Memorandum and Articles of Association of CeNeS Pharmaceuticals plc
(incorporated by reference to Exhibit 3.1 of Registration Statement on
Form F-4 (File No. 333-12270)).
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