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FORM 8-A
UNITED STATES
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 AND EXCHANGE ACT OF 1934
CYPRESS BIOSCIENCE, INC.
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(Exact name of registrant as
specified in its charter)
Delaware 22-2389839
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
4350 Executive Drive, Suite 325, San Diego, CA 92121
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(Address of principal executive offices) (Zip Code)
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If this Form relates to the registration of a class of If this Form relates to the registration of a
debt securities and is effective upon filing pursuant class of debt securities and is to become
to General Instruction (A)(c)(1) please check the effective simultaneously with the effectiveness
following box. / / of a concurrent registration statement under
the Securities Act if 1933 pursuant to General
Instruction A(c)(2) please check the
following box. / /
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class to Name of each exchange on which
be so registered each class is to be registered
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None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock Purchase Warrants
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Common Stock Purchase Warrant to be registered
hereunder is contained in the section entitled "The Warrants," commencing at
page 5 of the Registrant's Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on November 4, 1996, and is incorporated
herein by reference.
ITEM 2. EXHIBITS.
Exhibit
Number Description
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1.1 Form of Warrant Certificate.(1)
2.1 Amended and Restated Certificate of Incorporation of
Registrant.(1)
2.2 Amended and Restated Bylaws of Registrant.(1)
2.3 Warrant Agreement dated September 18, 1996 between the Company
and American Stock Transfer & Trust Company.(1)
2.4 Pages 5 and 6 of Registrant's Registration Statement on Form
S-3 filed with the Securities and Exchange Commission on
November 4, 1996, which are being incorporated herein by
reference, pursuant to Rule 12b-23.(1)
________________
(1) Filed with the Securities and Exchange Commission as an
exhibit to Registrant's Registration Statement on Form S-3
filed on November 4, 1996, and incorporated herein by
reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
CYPRESS BIOSCIENCE, INC.
Date: November 4, 1996 By: /s/ Susan E. Feiner
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Susan E. Feiner
Director of Finance, Controller
and Secretary
