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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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CENTAUR PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 77-030431
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(State of incorporation or organization) (I.R.S. Employer
Identification Number)
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), 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), check the following box. [X]
Securities Act registration statement file number to which this form
relates: 333-57165 (if applicable).
484 OAKMEAD PARKWAY
SUNNYVALE, CALIFORNIA 94086
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(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
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Common Stock of Registrant set forth under the
caption "Description of Capital Stock" in Registrant's Registration Statement on
Form S-1 (File No. 333-57165) as originally filed with the Securities and
Exchange Commission on June 18, 1998, or as subsequently amended (the "S-1
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Registration Statement"), and in the Prospectus included in the S-1 Registration
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Statement, is hereby incorporated by reference in response to this item.
ITEM 2. EXHIBITS.
The following exhibits are filed herewith or incorporated herein by
reference:
Exhibit
Number Exhibit Title or Description
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3.01 Registrant's Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.01 to the
S-1 Registration Statement).
3.02 Form of Registrant's Amended and Restated
Certificate of Incorporation to be filed
immediately following the offering made under the
S-1 Registration Statement (incorporated by
reference to Exhibit 3.02 to the S-1 Registration
Statement).
3.03 Registrant's Bylaws (incorporated by reference to
Exhibit 3.03 to the S-1 Registration Statement).
4.02 Third Amended and Restated Investors' Rights
Agreement, dated as of February 14, 1997
(incorporated by reference to Exhibit 4.02 to the
S-1 Registration Statement).
4.03 Amendment to Third Amended and Restated
Investors' Rights Agreement and Third Amended and
Restated Voting Agreement and Approval of Election
of Director, dated as of June 9, 1998
(incorporated by reference to Exhibit 4.03 to the
S-1 Registration Statement).
99.01 The description of Registrant's capital
stock set forth under the caption "Description of
Capital Stock" in the 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.
Dated: August 24, 1998 CENTAUR PHARMACEUTICALS, INC.
By: /s/ Joseph L. Turner
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Joseph L. Turner
Chief Financial Officer and Treasurer
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INDEX TO EXHIBITS
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Exhibit
Number Exhibit Title or Description
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3.01 Registrant's Restated Certificate of Incorporation (incorporated
by reference to Exhibit 3.01 to the S-1 Registration Statement).
3.02 Form of Registrant's Amended and Restated Certificate of
Incorporation to be filed immediately following the closing of the
offering made under the S-1 Registration Statement (incorporated
by reference to Exhibit 3.02 to the S-1 Registration Statement).
3.03 Form of Registrant's Restated Certificate of Incorporation to be
effective upon the closing of the offering made under the S-1
Registration Statement (incorporated by reference to Exhibit 3.03
to the S-1 Registration Statement).
3.03 Registrant's Bylaws (incorporated by reference to Exhibit 3.03 to
the S-1 Registration Statement).
4.02 Third Amended and Restated Investors' Rights Agreement, dated as
of February 14, 1997 (incorporated by reference to Exhibit 4.02 to
the S-1 Registration Statement).
4.03 Amendment to Third Amended and Restated Investors' Rights
Agreement and Third Amended and Restated Voting Agreement and
Approval of Election of Director, dated as of June 9, 1998
(incorporated by reference to Exhibit 4.03 to the S-1 Registration
Statement).
99.01 The description of Registrant's capital stock set forth under the
caption "Description of Capital Stock" in the S-1 Registration
Statement.
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