DYAX CORP
8-A12G, 2000-08-02
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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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


                                   DYAX CORP.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)


        DELAWARE                                                 04-3053198
-----------------------                                      ------------------
(State of incorporation                                      (I.R.S. Employer
 or organization)                                            Identification No.)


     ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS                   02139
-------------------------------------------------------------------------------
       (Address of principal executive offices)                   (Zip Code)


         If this form relates to the registration of a class of securities
         pursuant to Section 12(b) of the Exchange Act and is effective pursuant
         to General Instruction A.(c), please check the following box. / /

         If this form relates to the registration of a class of securities
         pursuant to Section 12(g) of the Exchange Act and is effective pursuant
         to General Instruction A.(d), please check the following box. /X/

 Securities Act Registration Statement file number to which this form relates:
                                    333-37394
                                    ---------

        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
-------------------                              ------------------------------

       NONE                                                  NONE


        Securities to be registered pursuant to Section 12(g) of the Act:

                          COMMON STOCK, $.01 PAR VALUE
                         ------------------------------
                                (Title of Class)


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ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         The description under the heading "Description of Capital Stock"
relating to the Registrant's Common Stock, $.01 par value per share, in the
Prospectus included in Dyax Corp.'s Registration Statement on Form S-1,
including any amendments thereto, filed with the Securities and Exchange
Commission (File No. 333-37394) under the Securities Act of 1933, as amended,
(the "Registration Statement") is incorporated herein by reference pursuant to
Rule 12b-23 of the Securities Exchange Act of 1934, as amended.

ITEM 2.  EXHIBITS.

                  2.1       Specimen certificate for shares of Common Stock,
                            $0.01 par value, of the Registrant. Filed as Exhibit
                            4.1 to the Registrant's Registration Statement
                            incorporated herein by reference.

                  2.2       Certificate of Incorporation of the Registrant as
                            amended and restated through October 31, 1998. Filed
                            as Exhibit 3.1 to the Registrant's Registration
                            Statement and incorporated herein by reference.

                  2.3       Form of Restated Articles of Incorporation of
                            Registrant, as proposed to be amended and restated.
                            Filed as Exhibit 3.2 to the Registrant's
                            Registration Statement and incorporated herein by
                            reference.

                  2.4       By-laws of the Registrant. Filed as Exhibit 3.3 to
                            the Registrant's Registration Statement and
                            incorporated herein by reference.

                  2.5       Form of Restated By-laws of Registrant, as proposed
                            to be amended and restated. Filed as Exhibit 3.4 to
                            the Registrant's Registration Statement and
                            incorporated herein by reference.

                                       2

<PAGE>

                                    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.



                                                  DYAX CORP.


Dated: August 1, 2000                            By: /s/ Henry E. Blair
                                                     --------------------------
                                                     Henry E. Blair
                                                     President

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