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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)
California (prior to reincorporation)
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Delaware (after reincorporation) 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 offices) (Zip code)
If this form relates to the registration of a class
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 number to which
this form relates: 333-38781
(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 61 of the Prospectus included in Amendment No. 3 to the Registrant's Form
S-1 Registration Statement, No. 333-38781, filed with the Securities and
Exchange Commission (the "Commission") on January 7, 1998 and is incorporated
herein by reference.
ITEM 2. EXHIBITS.
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EXHIBIT
NUMBER DESCRIPTION
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1. Amended and Restated Articles of Incorporation of the Registrant.(1)
2. Bylaws of the Registrant.(1)
3. Form of Certificate of Incorporation of the Registrant to be effective upon
reincorporation in Delaware.(1)
4. Form of Bylaws of the Registrant to be effective upon reincorporation in
Delaware.(1)
5. Form of Restated Certificate of Incorporation of the Registrant, to be filed
after completion of this offering.(1)
6. Specimen Stock Certificate.(1)
7. Section entitled "Description of Capital Stock," commencing at page 61 of
the Prospectus included in Amendment No. 3 to the Registrant's Form S-1 Registration
Statement, No. 333-38781, filed with the Securities and Exchange Commission on
January 7, 1998.
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(1) Filed with the Securities and Exchange Commission as an exhibit to
Registrant's Form S-1 Registration Statement, No. 333-38781, 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.
(Registrant)
Date: January 7, 1998 By: /s/ Timothy E. Morris
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Timothy E. Morris
Chief Financial Officer
