SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Bentley Pharmaceuticals, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Florida 59-1513162
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
4830 West Kennedy Boulevard, One Urban Centre, Suite 550, Tampa, Florida 33609
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registra- If this Form relates to the registra-
tion of a class of debt securities tion of a class of debt securities
and is effective upon filing pursuant and is to become effective simulta-
to General Instruction A(c)(1) please neously with the effectiveness of a
check the following box. [ ] concurrent registration statement
under the Securities Act of 1933
pursuant to General Instruction A(c)
(2), please check the following
box. [ ]
Securities to be registered pursuant to Section 12(b)of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Units American Stock Exchange/Pacific Stock Exchange
Debentures American Stock Exchange/Pacific Stock Exchange
Class A Redeemable Warrants American Stock Exchange/Pacific Stock Exchange
Class B Redeemable Warrants American Stock Exchange/Pacific Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act: None.
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Item 1. Description of Registrant's Securities to be Registered.
Information required by this Item 1 relating to the Registrant's
Units, Debentures, Class A Redeemable Warrants and Class B Redeemable Warrants,
is incorporated by reference to the Registrant's Registration Statement on Form
S-1 (File No. 33-65125) that was filed with the Securities and Exchange
Commission on December 18, 1995, under the sections captioned "Description of
Securities," and "Description of Debentures," on pages 46-50 and 51-55,
respectively, of the prospectus contained therein.
Item 2. Exhibits.
3.1 Articles of Incorporation of the Registrant, as amended and restated.
(Reference is made to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1, Commission File No. 33-65125, which exhibit is
incorporated herein by reference.)
3.2 By-Laws of the Registrant, as amended and restated. (Reference is made
to Exhibit 3.2 to the Registrant's Form 10-K filed June 30, 1989,
Commission File No. 1-10581, which exhibit is incorporated herein by
reference.)
3.3 Amendment to By-Laws of the Registrant. (Reference is made to Exhibit
3.2(a) to the Registrant's Amendment No. 1 on Form S-3 to Form S-1
Registration Statement, Commission File No. 33-35941, which exhibit is
incorporated herein by reference.)
4.28 Form of Indenture relating to the Registrant's $1,000 Principal Amount
12% Senior Convertible Subordinated Debentures due January __, 2006
(with the Form of Debenture attached thereto as Exhibit A.) (Reference
is made to Exhibit 4.28 to the Registrant's Registration Statement on
Form S-1, Commission File No. 33-65125, which exhibit is incorporated
herein by reference.)
4.29 Form of Warrant Agreement, including form of Class A and Class B
Warrant. (Reference is made to Exhibit 4.29 to the Registrant's
Registration Statement on Form S-1, Commission File No. 33-65125,
which exhibit is incorporated herein by reference.)
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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.
BENTLEY PHARMACEUTICALS, INC.
Date: January 23, 1996 By: /s/ JAMES R. MURPHY
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James R. Murphy
Chairman, President and Chief Executive Officer
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