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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
Exelixis, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 04-3257395
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
260 Littlefield Avenue, South San Francisco, CA 94080
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a If this form relates to the
class of securities pursuant to Section 12(b) registration of a class of
of the Exchange Act and is effective pursuant securities pursuant to
General Instruction A.(c), please check the Section 12(g) of the
following box. [_] Exchange Act and is
effective pursuant to
General Instruction A.(d),
please check the following
box. [X]
Securities Act Registration Statement and Number to which the form
relates: 333-96335
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class to Which Each Class is to be
be so Registered Registered
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None
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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 60 of
the Prospectus included in the Registrant's Registration Statement on Form S-1,
Registration No. 333-96335 (the "Registration Statement"), as amended, initially
filed with the Securities and Exchange Commission on February 7, 2000, and such
Registration Statement, as amended, is incorporated herein by reference.
Item 2. Exhibits.
Exhibit
Number Description
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3.4 Form of Restated Certificate of Incorporation of Registrant to be
filed upon the closing of the offering made in connection with the
Registration Statement. (1)
3.5 Amended and Restated Bylaws of Registrant to be filed upon the closing
of the offering made in connection with the Registration Statement. (1)
4.1 Specimen Common Stock Certificate. (1)
4.2 Fourth Amended and Restated Registration Rights Agreement, dated
February 26, 1999 among Registrant and Certain Stockholders of
Registrant. (1)
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(1) Filed as the like-numbered 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.
Exelixis, Inc.
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(Registrant)
Date: April 6, 2000 By: /s/ George A. Scangos
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George A. Scangos
President and Chief Executive
Officer
