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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 AND EXCHANGE ACT OF 1934
CV Therapeutics, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 43-1570294
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
3172 Porter Drive, Palo Alto, California 94304
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(Address of principal executive offices) (zip code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General Instruction simultaneously with the effectiveness
A(c)(1) please check the following of a concurrent registration statement
box. / / under the Securities Act of 1933
pursuant to General Instruction
A(c)(2) please check the following
box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to Name of Each Exchange on Which
be so Registered Each Class is to be Registered
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None 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.
A description of the Common Stock to be registered hereunder is contained
in the section entitled "Description of Capital Stock," commencing at page 54 of
the Prospectus included in the Registrant's Form S-1 Registration Statement, No.
333-12675, filed with the Securities and Exchange Commission (the "Commission")
on September 25, 1996 and is incorporated herein by reference.
ITEM 2. EXHIBITS.
Exhibit
Number Description
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3.4 Form of Restated Certificate of Incorporation of the
Registrant. (1)
3.5 Form of Restated Bylaws of the Registrant. (1)
4.2 Specimen Certificate for Registrant's Common Stock. (2)
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(1) Filed as the like-numbered exhibit on September 25, 1996 to
Registrant's Form S-1 Registration Statement (No. 333-12675) and
incorporated herein by reference.
(2) Filed as the like-numbered exhibit on October 16, 1996 to Amendment
No. 2 to Registrant's Form S-1 Registration Statement (No. 333-12675)
and incorporated herein by reference.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
CV THERAPEUTICS, INC.
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(Registrant)
Date: October 29, 1996 By: /s/ Kathleen A. Stafford
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Kathleen A. Stafford
Chief Financial Officer
