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As filed with the Securities and Exchange Commission on
October , 1994
________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of The
Securities Exchange Act of 1934
__________________
ICN MERGER CORP.
(Exact Name of Registrant as specified in its charter)
Delaware 33-0628076
(State of Incorporation (I.R.S. Employer
of organization) Identification No.)
__________________
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
___ % Convertible Subordinated New York Stock Exchange
Debentures Due 2004
Securities to be registered pursuant to Section 12(g) of the Act:
(Title of Class)
None
_________________________________________________________________
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Item 1. Description of Registrant's Securities to be Registered
The Registrant has filed with the Commission a description of the
____% Convertible Subordinated Debentures (the "Debentures") as
part of the Registration Statement on Form S-1 filed with the
Commission on October 11, 1994, Registration No. 33-83952, and
the description of the Subordinted Convertible Debentures contained
therein is hereby incorporated by reference.
Item 2.
Number Description
1.1 Registration Statement on Form S-4, No. 33-84534, as
filed with the Securities and Exchange Commission on
September 28, 1994.
1.2 Registration Statement on Form S-1, No. 33-83952, as
filed with the Securities and Exchange Commission on
October 11, 1994.
4.1 Form of Amended Certificate of Incorporation of the
Registrant.
4.2 Form of bylaws of the Registrant.
4.3 Form of Indenture dated as of , between ICN Merger
Corp. and , as Trustee (including form of
Subordinated Convertible Debenture).
5.1 Specimen copy of ____% Subordinated Convertible
Debentures due 2004.
6.1 Joint Proxy Statement and Annual Report of ICN
Pharmaceuticals, Inc., SPI Pharmaceuticals, Inc.,
Viratek, Inc. and ICN Biomedicals, Inc.
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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, thereunto duly authorized.
ICN MERGER CORP.
/s/ Bill MacDonald
By:___________________________
Bill MacDonald
Date: October , 1994 Vice President
