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 If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with the
Instruction A(c)(1) please check the effectiveness of a concurrent
following box. [ ] 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 Pacific Stock Exchange
Debentures Pacific Stock Exchange
Class A Redeemable Warrants 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 and Class A Redeemable Warrants, is incorporated by reference
to Amendment No. 2 to the Registrant's Registration Statement on Form S-1 (File
No. 33-65125) that was filed with the Securities and Exchange Commission on
February 13, 1996, under the sections captioned "Description of Securities," and
"Description of Debentures," on pages 49-53 and 54-58, 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 Indenture relating to the Registrant's $1,000 Principal Amount 12%
Senior Convertible Subordinated Debentures due February 13, 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 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.)
4.30 Underwriter Warrant. (Reference is made to Exhibit 4.30 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: May 14, 1996 By: /s/ Michael D. Price
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Michael D. Price
Vice President and Chief Financial Officer
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