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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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
Collaborative Clinical Research, Inc.
(Exact name of registrant as specified in its charter)
Ohio 34-1685364
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(State of incorporation (IRS Employer Identification No.)
or organization)
20600 Chagrin Boulevard, Suite 1050, Cleveland, Ohio 44122
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(Address of principal executive offices) (Zip Code)
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If this Form relates to the registration If this Form relates to the registration of a
of a class of debt securities and is class of debt securities and is to become
effective upon filing pursuant to General effective simultaneously with the effectiveness of
Instruction A(c)(1) please check the a concurrent registration statement under the
following box. [ ] Securities Act of 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:
Not Applicable
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Title of each class to be Name of each exchange on
so registered which each class is to
to be registered
Not Applicable Not Applicable
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Shares, without par value
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
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The description of the Registrant's Common Shares, without par
value, set forth under the caption "Description of Capital
Stock" in the Registrant's Registration Statement on Form S-1,
filed with the Securities and Exchange Commission (the
"Commission") on March 8, 1996, File Number 333-2140,
including exhibits, as amended by any amendments filed with
the Commission prior or subsequent to the effectiveness of the
Registrant's Registration Statement on Form S-1 (the "Form S-1
Registration Statement"), is hereby incorporated by reference.
Item 2. Exhibits
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Number Description
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1. Specimen certificate for the Common Shares,
without par value, of the Registrant (incorporated
herein by reference to Exhibit 4.1 to the Form S-1
Registration Statement).
2. Fourth Amended and Restated Articles of
Incorporation of the Registrant (incorporated
herein by reference to Exhibit 3.1 to the Form S-1
Registration Statement).
3. Form of Fifth Amended and Restated Articles of
Incorporation of the Registrant (incorporated
herein by reference to Exhibit 3.2 to the Form S-1
Registration Statement).
4. Second Amended and Restated Code of Regulations of
the Registrant (incorporated herein by reference
to Exhibit 3.3 to the Form S-1 Registration
Statement).
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Number Description
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5. Form of Third Amended and Restated Code of
Regulations of the Registrant (incorporated herein
by reference to Exhibit 3.4 to the Form S-1
Registration Statement).
6. Warrant Agreement, dated June 1, 1995, by and
between the Registrant and PMSI (incorporated
herein by reference to Exhibit 4.2 to the Form S-1
Registration Statement).
7. Demand Promissory Note, dated as of January 19,
1995, payable to the order of Society National
Bank (incorporated herein by reference to Exhibit
4.3 to the Form S-1 Registration Statement).
8. Promissory Note, dated February 1, 1996, payable
to the order of Debra S. Adamson (incorporated
herein by reference to Exhibit 4.4 to the Form S-1
Registration Statement).
9. Promissory Note, dated February 1, 1996, payable
to the order of Mary L. Westrick (incorporated
herein by reference to Exhibit 4.5 to the Form S-1
Registration Statement).
10. Stock Purchase Agreement, dated as of March 25,
1992, by and between the Company and Brantley
Venture Partners II, L.P. (incorporated herein by
reference to Exhibit 4.6 to the Form S-1
Registration Statement).
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Number Description
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11. Stock Purchase Agreement, dated as of November 25,
1992, by and among the Company, James A. Terwoord
and Seth Harris (incorporated herein by reference
to Exhibit 4.7 to the Form S-1 Registration
Statement).
12. Share Purchase Agreement, dated as of July 24,
1994, by and among the Company, Oxford BioScience
Partners, L.P., Oxford BioScience Partners
(Bermuda) Limited Partnership, Oxford BioScience
Partners (Adjunct) L.P., Axiom Venture Partners
Limited Partnership, Brantley Venture Partners II,
L.P., Dr. Barry M. Bloom, Dr. Richard J. Kasmer,
Dr. William H. Stigelman, Jr., Seth Harris, Dr.
Robert M. Stote, Dr. Jeffrey A. Green and Delaware
Charter Guarantee & Trust Company, Trustee FBO
James A. Terwoord IRA No. 450-39040-1-5
(incorporated herein by reference to Exhibit 4.8
to the Form S-1 Registration Statement).
13. Second Amended and Restated Shareholders'
Agreement, dated as of July 15, 1994, as amended
on June 1, 1995 and February 5, 1996 (incorporated
herein by reference to Exhibit 4.9 to the Form S-1
Registration Statement).
14. Second Amended and Restated Registration
Agreement, dated as of July 15, 1994, as amended
on June 1, 1995 and February 5, 1996 (incorporated
herein by reference to Exhibit 4.10 to the Form S-1
Registration Statement).
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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.
COLLABORATIVE CLINICAL RESEARCH, INC.
(Registrant)
By /s/Terry C. Black
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Terry C. Black
Chief Financial Officer,
Vice President of Finance,
Treasurer and Assistant
Secretary
Date: May 10, 1996
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EXHIBIT INDEX
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Exhibit Exhibit
Number Description
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1. Specimen certificate for the Common Shares,
without par value, of the Registrant (incorporated
herein by reference to Exhibit 4.1 to the Form S-1
Registration Statement).
2. Fourth Amended and Restated Articles of
Incorporation of the Registrant (incorporated
herein by reference to Exhibit 3.1 to the Form S-1
Registration Statement).
3. Form of Fifth Amended and Restated Articles of
Incorporation of the Registrant (incorporated
herein by reference to Exhibit 3.2 to the Form S-1
Registration Statement).
4. Second Amended and Restated Code of Regulations of
the Registrant (incorporated herein by reference
to Exhibit 3.3 to the Form S-1 Registration
Statement).
5. Form of Fourth Amended and Restated Code of
Regulations of the Registrant (incorporated herein
by reference to Exhibit 3.4 to the Form S-1
Registration Statement).
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Exhibit Exhibit
Number Description
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6. Warrant Agreement, dated June 1, 1995, by and
between the Registrant and PMSI (incorporated
herein by reference to Exhibit 4.2 to the Form S-1
Registration Statement).
7. Demand Promissory Note, dated as of January 19,
1995, payable to the order of Society National
Bank (incorporated herein by reference to Exhibit
4.3 to the Form S-1 Registration Statement).
8. Promissory Note, dated February 1, 1996, payable
to the order of Debra S. Adamson (incorporated
herein by reference to Exhibit 4.4 to the Form S-1
Registration Statement).
9. Promissory Note, dated February 1, 1996, payable
to the order of Mary L. Westrick (incorporated
herein by reference to Exhibit 4.5 to the Form S-1
Registration Statement).
10. Stock Purchase Agreement, dated as of March 25,
1992, by and between the Company and Brantley
Venture Partners II, L.P. (incorporated herein by
reference to Exhibit 4.6 to the Form S-1
Registration Statement).
11. Stock Purchase Agreement, dated as of November 25,
1992, by and among the Company, James A. Terwoord
and Seth Harris (incorporated herein by reference
to Exhibit 4.7 to the Form S-1 Registration
Statement).
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Exhibit Exhibit
Number Description
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12. Share Purchase Agreement, dated as of July 24,
1994, by and among the Company, Oxford BioScience
Partners, L.P., Oxford BioScience Partners
(Bermuda) Limited Partnership, Oxford BioScience
Partners (Adjunct) L.P., Axiom Venture Partners
Limited Partnership, Brantley Venture Partners II,
L.P., Dr. Barry M. Bloom, Dr. Richard J. Kasmer,
Dr. William H. Stigelman, Jr., Seth Harris, Dr.
Robert M. Stote, Dr. Jeffrey A. Green and Delaware
Charter Guarantee & Trust Company, Trustee FBO
James A. Terwoord IRA No. 450-39040-1-5
(incorporated herein by reference to Exhibit 4.8
to the Form S-1 Registration Statement).
13. Second Amended and Restated Shareholders'
Agreement, dated as of July 15, 1994, as amended
on June 1, 1995 and February 5, 1996 (incorporated
herein by reference to Exhibit 4.9 to the Form S-1
Registration Statement).
14. Second Amended and Restated Registration
Agreement, dated as of July 15, 1994, as amended
on June 1, 1995 and February 5, 1996 (incorporated
herein by reference to Exhibit 4.10 to the Form S-1
Registration Statement).
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