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.
-----------------------------
(Exact Name of Registrant as Specified in its Charter)
Florida 59-1513162
------- ----------
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
4830 West Kennedy Boulevard, One Urban Centre, Suite 548, Tampa, Florida 33609
------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c) please to General Instruction A.(d), please
check the following box.[X] check the following box.[_] ]
Securities Act Registration Statement File Number to which this Form relates:
33-65125
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
Class B Redeemable Warrants American Stock Exchange/Pacific Exchange, Inc.
- --------------------------- ----------------------------------------------
Securities to be registered pursuant to Section 12(g) of the Act: None.
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
Information required by this Item 1 relating to the Registrant's
Class B Redeemable Warrants, is incorporated by reference to Post-effective
Amendment No. 1 on Form S-3 to the Registrant's Registration Statement on Form
S-1 (File No. 33-65125) that was filed with the Securities and Exchange
Commission on May 19, 1997, under the section captioned "Description of
Securities," on pages 22-23 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 Amendment No.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 Articles of Amendment of the Amended and Restated Articles of
Incorporation of the Registrant. (Reference is made to Exhibit 3.1
to the Registrant's Post-Effective Amendment No.1 on Form S-3 to
Form S-1 Registration Statement, Commission File No. 33-65125, which
exhibit is incorporated herein by reference.)
3.3 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.)
3.4 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.)
-2-
<PAGE>
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.)
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: March 11, 1998 By: /s/ Michael D. Price
-------------------------
Michael D. Price
Vice President and Chief
Financial Officer
-3-
