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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF
THE SECURITIES EXCHANGE ACT OF 1934
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TRIMERIS, INC.
(Exact name of registrant as specified in its charter)
Delaware 56-1808663
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
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4727 UNIVERSITY DRIVE, SUITE 100
DURHAM, NORTH CAROLINA 27707
(919) 419-6050 (Zip code)
(Address of principal executive offices)
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:
333-31109
Securities to be registered pursuant to section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Each Class is
to be so Registered to be Registered
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None Not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
(Title of Class)
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Item 1. DESCRIPTION OF REGISTRANTS SECURITIES TO BE REGISTERED
For a description of the common stock, $.001 par value, of the
Registrant (the "Common Stock") being registered hereunder reference is hereby
made to the information under the heading "Description of Capital Stock --
Common Stock" of the Registrant's Prospectus forming a part of the Registrant's
Registration Statement on Form S-1 (File No. 333-31109) filed with the
Securities and Exchange Commission on July 11, 1997, including any amendments
thereto (the "Registration Statement"). The aforementioned description in the
Prospectus is hereby incorporated by reference herein and made a part of this
registration statement.
Item 2. EXHIBITS
(1) Second Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registration
Statement).
(2) Form of Third Amended and Restated Certificate of
Incorporation of the Registrant (to be filed with Secretary of
State of Delaware upon completion of the Offering)
(incorporated by reference to Exhibit 3.2 to the Registration
Statement).
(3) Bylaws of the Registrant (incorporated by reference to Exhibit
3.3 to the Registration Statement).
(4) Form of Amended and Restated Bylaws of Registrant (to be
adopted upon completion of the Offering) (incorporated by
reference to Exhibit 3.4 to the Registration Statement).
(5) Specimen certificate representing the Common Stock
(incorporated by reference to Exhibit 4.1 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 the behalf by the undersigned, thereto duly authorized.
Date: September 30, 1997 TRIMERIS, INC.
By: /s/ Matthew A. Megaro
Matthew A. Megaro
Chief Operating Officer, Chief Financial
Officer, Executive Vice President and
Secretary
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EXHIBIT INDEX
Exhibit
No. Exhibit
(1) Second Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registration
Statement).
(2) Form of Third Amended and Restated Certificate of
Incorporation of the Registrant (to be filed with Secretary of
State of Delaware upon completion of the Offering)
(incorporated by reference to Exhibit 3.2 to the Registration
Statement).
(3) Bylaws of the Registrant (incorporated by reference to Exhibit
3.3 to the Registration Statement).
(4) Form of Amended and Restated Bylaws of Registrant (to be
adopted upon completion of the Offering) (incorporated by
reference to Exhibit 3.4 to the Registration Statement).
(5) Specimen certificate representing the Common Stock
(incorporated by reference to Exhibit 4.1 to the Registration
Statement).
