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As filed with the Securities and Exchange Commission on June 13, 1996
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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
GERON CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-2287752
(State of incorporation or organization) (IRS Employer
Identification No.)
200 CONSTITUTION DRIVE, MENLO PARK, CA 94025
(Address of principal executive offices) (Zip Code)
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
Not Applicable Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
Incorporated by reference to the information set forth under the caption
"Description of Capital Stock" in the Company's Registration
Statement on Form S-1 (SEC File No. 333-05853) (the "Registration
Statement").
Item 2. Exhibits
The following exhibits are filed as a part of this
Registration Statement:
1 Specimen certificate for Registrant's Common
Stock.
2.1 Certificate of Incorporation -- incorporated
herein by reference to Exhibit 3.1 of the
Company's Registration Statement.
2.2 Form of Amended and Restated Certificate of
Incorporation to be filed with the Delaware
Secretary of State to effect the Company's
1-for-3.4 reverse stock split --
incorporated herein by reference to Exhibit
3.3 to the Company's Registration Statement.
2.3 Bylaws - incorporated herein by reference to
Exhibit 3.2 to the Company's Registration
Statement.
2.4 Form of Amended and Restated Bylaws to be
effective upon the closing of the Company's
initial public offering of shares of its
Common Stock -- incorporated herein by
reference to Exhibit 3.4 to the Company's
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.
Date: June 12, 1996 GERON CORPORATION
By: /s/ David L. Greenwood
---------------------------------
David L. Greenwood, Chief Financial
Officer, Treasurer and Secretary
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
----------- ----------- -------------
<S> <C> <C>
1 Specimen certificate for Registrant's Common Stock.
2.1 Certificate of Incorporation -- incorporated herein by Incorporated by reference
reference to Exhibit 3.1 of the Company's Registration
Statement
2.2 Form of Amended and Restated Certificate of Incorporation Incorporated by reference
to be filed with the Delaware Secretary of State to effect
the Company's 1-for-3.4 reverse stock split --
incorporated herein by reference to Exhibit 3.3 to the
Company's Registration Statement.
2.3 Bylaws -- incorporated herein by reference to Exhibit 3.2 Incorporated by
to the Company's Registration Statement. reference
2.4 Form of Amended and Restated Bylaws to be effective upon Incorporated by reference
the closing of the Company's initial public offering
of shares of its Common Stock -- incorporated herein
by reference to Exhibit 3.4 to the Company's Registration
Statement.
</TABLE>
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EXHIBIT 1
<TABLE>
<S> <C> <C>
NUMBER SHARES
GERON
INCORPORATED UNDER THE LAWS OF SEE REVERSE FOR STATEMENTS RELATING
THE STATE OF DELAWARE TO RIGHTS, PREFERENCES,
PRIVILEGES AND RESTRICTIONS, IF ANY
CUSIP 374163 10 3
This Certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE, OF
GERON CORPORATION
transferable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney
upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned and
registered by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
Dated
GERON CORPORATION
CORPORATE
/s/ David L. Greenwood SEAL /s/ Ronald W. Eastman
NOV. 28,
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER 1990 PRESIDENT AND CHIEF EXECUTIVE OFFICER
DELAWARE
COUNTERSIGNED AND REGISTERED:
U.S. STOCK TRANSFER CORPORATION
(GLENDALE, CA)
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
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A statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights as established, from time to time, by the Certificate of
Incorporation of the Corporation and by any certificate of determination, the
number of shares constituting each class and series, and the designations
thereof, may be obtained by the holder hereof upon request and without charge
at the principal office of the Corporation.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- _______________ Custodian _______________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act _____________________________________
in common (State)
UNIF TRF MIN ACT -- ____________ Custodian (until age _______)
(Cust)
________________ under Uniform Transfers
(Minor)
to Minors Act ___________________________
(State)
Additional abbreviations may also be used though not in the above list.
</TABLE>
FOR VALUE RECEIVED, _________________________________ hereby sell,
assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
______________________________________
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
_______________________________________________________________________________
_______________________________________________________________________________
________________________________________________________________________ Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated ___________________________________
X _______________________________________
X _______________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE CERTIFICATE
IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed
By _____________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.
