SUPERGEN INC
8-A12G/A, 1998-07-28
PHARMACEUTICAL PREPARATIONS
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                                     FORM 8-A/A
                                          
                         SECURITIES AND EXCHANGE COMMISSION
                                          
                               WASHINGTON, D.C. 20549
                                          
                FOR REGISTRATION OF CERTAIN N CLASSES OF SECURITIES
                      PURSUANT TO SECTION 12(b) OR (g) OF THE
                          SECURITIES EXCHANGE ACT OF 1934
                                          
                                          
                                          
                                    SUPERGEN, INC.
               ------------------------------------------------------
               (Exact name of Registrant as specified in its charter)



              DELAWARE                                          91-1841574
- ----------------------------------------                   -------------------
(State of incorporation or organization)                    (I.R.S. Employer
                                                           Identification No.)


TWO ANNABEL LANE, SUITE 220, SAN RAMON, CA               94583
- --------------------------------------------------------------
(Address of principal executive offices)

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 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, PAR VALUE $0.001 PER SHARE
                              WARRANTS FOR COMMON STOCK
- ------------------------------------------------------------------------------

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

                 Incorporated by reference to Description of Capital Stock
                 section on pages 12-15 of Post-Effective Amendment No. 4 on
                 Form S-3 to the Registrant's Registration Statement on Form
                 SB-2 filed with the Securities and Exchange Commission on June
                 26, 1998 (file number 333-476-LA).

Item 2.   EXHIBITS

          The following exhibits are filed as part of this registration 
          statement:

          1(a)   Specimen Certificate for Registrant's Common Stock.

          2(b)   Form of Representative's Warrant.

          3(b)   Form of Warrant Agreement (including form of Common Stock
                 Purchase Warrant).

          4(c)   Certificate of Incorporation.

          5(a)   Bylaws of the Registrant.









____________________
(a)  Incorporated by reference from the Registrant's Report on Form 10-K filed
     with the Securities and Exchange Commission on March 19, 1998.

(b)  Incorporated by reference from the Registrant's Registration Statement on
     Form SB-2 (Reg. No. 333-476-LA) filed with the Securities and Exchange
     Commission on January 18, 1996.

(c)  Incorporated by reference from the Registrant's Proxy Statement filed with
     the Securities and Exchange Commission on April 25, 1997.   


                                         2
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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:     July 28, 1998                 SuperGen




                                        By: /s/ Joseph Rubinfeld
                                           -------------------------
                                            Joseph Rubinfeld
                                            Chief Executive Officer,
                                              President and Director




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