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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
VENTANA MEDICAL SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-2976937
(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
3865 N. BUSINESS CENTER DRIVE, TUCSON, ARIZONA 85705
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
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 PAGE 64 OF THE PRELIMINARY
PROSPECTUS CONTAINED REGISTRANT'S REGISTRATION STATEMENT ON
FORM S-1 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
MAY 24, 1996 (THE "S-1 REGISTRATION STATEMENT").
ITEM 2. EXHIBITS
The following exhibits are filed as a part of this
registration
*1. FORM OF SPECIMEN CERTIFICATE FOR REGISTRANT'S COMMON
STOCK.
**2. RESTATED CERTIFICATE OF INCORPORATION AS AMENDED OF
REGISTRANT.
***3. FORM OF AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION OF REGISTRANT EFFECTING A REVERSE STOCK
SPLIT.
****4. FORM OF AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION OF REGISTRANT TO BE FILED AFTER CLOSING
OF THE OFFERING MADE PURSUANT TO THE REGISTRATION
STATEMENT ON FORM S-1.
*****5. FORM OF BYLAWS TO BE EFFECTIVE ON OR ABOUT THE
CLOSING OF THE OFFERING MADE UNDER THIS REGISTRATION
STATEMENT.
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* INCORPORATED BY REFERENCE TO EXHIBIT 4.1 TO THE REGISTRATION
STATEMENT.
** INCORPORATED BY REFERENCE TO EXHIBIT 3.1(i)(a) TO THE REGISTRATION
STATEMENT.
*** INCORPORATED BY REFERENCE TO EXHIBIT 3.1(i)(b) TO THE REGISTRATION
STATEMENT.
**** INCORPORATED BY REFERENCE TO EXHIBIT 3.1(i)(c) TO THE REGISTRATION
STATEMENT.
***** INCORPORATED BY REFERENCE TO EXHIBIT 3.1(ii) TO THE 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 24, 1996 VENTANA MEDICAL SYSTEMS, INC.
By:/s/ R. MICHAEL RODGERS
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R. Michael Rodgers
Vice President Finance,
Chief Financial Officer
