<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PHYTERA, INC.
-----------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-3159045
--------------- ------------------
(State of Incorporation (IRS Employer
or Organization) Identification No.)
377 Plantation Street
Worcester, Massachusetts 01605
------------------------------------ -----------
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
Registration of a class of Registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Exchange Section 12(g) of the Exchange
Act and is effective pursuant Act and is effective pursuant
to General Instruction A.(c), to General Instruction A.(d),
please check the following please check the following
box. [_] box. [X]
Securities Act Registration Statement file number to which this form
relates: 333-66259
---------
(If applicable)
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)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
-------------------------------------------------------
The description of the Registrant's Common Stock, $.01 par value per share,
appearing under the caption "Description of Capital Stock" in the Prospectus
included as a part of the Registrant's Registration Statement on Form S-1, File
No. 333-66259, filed with the U.S. Securities and Exchange Commission (the
"Commission") on October 28, 1998 and amended by Pre-Effective Amendment No. 1
filed on December 23, 1998 and Pre-Effective Amendment No. 2 filed on January
14, 1999 (the "Registration Statement on Form S-1") is incorporated herein by
reference.
Item 2. Exhibits.
--------
The following exhibits are filed herewith (or incorporated by reference as
indicated below):
1. Amended and Restated Certificate of Incorporation of the Registrant as
amended through May 26, 1998 (incorporated by reference to Exhibit 3.1
to the Registration Statement on Form S-1).
2. Form of Certificate of Amendment of Restated Certificate of
Incorporation of the Registrant, to be filed immediately prior to the
effectiveness of the Registrant's initial public offering (incorporated
by reference to Exhibit 3.2 to the Registration Statement on Form S-1).
3. Form of Amended and Restated Certificate of Incorporation of the
Registrant, to be filed immediately prior to the closing of the
Registrant's initial public offering (incorporated by reference to
Exhibit 3.3 to the Registration Statement on Form S-1).
4. By-laws of the Registrant (incorporated by reference to Exhibit 3.4 to
the Registration Statement on Form S-1).
5. Form of Amended and Restated By-laws of the Registrant, to become
effective immediately prior to the closing of the Registrant's initial
public offering (incorporated by reference to Exhibit 3.5 to the
Registration Statement on Form S-1).
6. Specimen Common Stock Purchase Warrant, together with a list of holders
(incorporated by reference to Exhibit 4.1 to the Registration Statement
on Form S-1).
7. Specimen Common Stock Purchase Warrant, together with a list of holders
(incorporated by reference to Exhibit 4.2 to the Registration Statement
on Form S-1).
8. Agreement with VaekstFonden dated April 11, 1996 (incorporated by
reference to Exhibit 4.3 to the Registration Statement on Form S-1).
2
<PAGE>
9. Note payable to Silicon Valley Bank dated July 15, 1994. This exhibit
has been omitted in reliance on Item 601(b)(4) (iii) of Regulation S-K.
The Registrant undertakes to furnish a copy of the debt instrument on
request of the Commission.
10. Note payable to Danish Technology Institute dated July 26, 1996. This
exhibit has been omitted in reliance on Item 601(b)(4) (iii) of
Regulation S-K. The Registrant undertakes to furnish a copy of the
debt instrument on request of the Commission.
11. Note payable to Unibank for the purchase of a vehicle dated September
24, 1996. This exhibit has been omitted in reliance on Item 601(b)(4)
(iii) of Regulation S-K. The Registrant undertakes to furnish a copy of
the debt instrument on request of the Commission.
3
<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.
PHYTERA, INC.
Date: January 28, 1999 By: /s/ Malcolm Morville
----------------------
Malcolm Morville
President and Chief Executive Officer
4
