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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 EXCHANGE ACT OF 1934
RiboGene, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 94-309514
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
26118 Research Road, Hayward, CA 94545
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(Address of principal executive office) (Zip code)
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.: [X]
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.: [ ]
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
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Common Stock, par value $0.001 American Stock Exchange, Inc.
Securities to be Registered pursuant to Section 12(g) of the Act:
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(Title of Class)
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(Title of Class)
Securities Act registration statement number to which this form relates:
333-38781
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(if applicable)
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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 66 of
the Prospectus included in Amendment No. 8 to the Registrant's Form S-1
Registration Statement, as amended (No. 333-38781), filed with the Securities
and Exchange Commission (the "Commission") on May 27, 1998 and is incorporated
herein by reference.
ITEM 2. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
1. Amended and Restated Articles of Incorporation of the
Registrant(1)
2. Bylaws of the Registrant(1)
3. Certificate of Incorporation to be effective upon
reincorporation in Delaware(1)
4. Bylaws of the Registrant to be effective upon reincorporation
in Delaware(1)
5. Restated Certificate of Incorporation of the Registrant to be
filed upon completion of this offering(1)
6. Specimen Common Stock Certificate(1)
7. Section entitled "Description of Capital Stock," commencing at
page 66 of the Prospectus included in Amendment No. 8 to the
Registrant's Form S-1 Registration Statement, No. 333-38781,
filed with the Securities and Exchange Commission on
May 27, 1998.
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(1) Filed as an exhibit to the Registration Statement and incorporated herein by
reference.
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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.
RIBOGENE, INC.
Date: May 27, 1998
By: /s/ Timothy E. Morris
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Timothy E. Morris
Chief Financial Officer
(Principal Financial and Accounting
Officer)
