<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
SCRIPTGEN PHARMACEUTICALS, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 22-3193172
- ---------------------------------------- -----------------------------------
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
200 Boston Avenue
Medford, MA 02155
- ---------------------------------------- -----------------------------------
(Address of principal executive offices) (zip code)
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
------------------- ------------------------------
None None
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. / /
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 file number to which this form
relates:
333-40687 (if applicable)
---------
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
- --------------------------------------------------------------------------------
(Title of Class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Registrant's Common Stock is set forth under the
caption "Description of Capital Stock" on page 59 of the Prospectus
forming part of Amendment No. 1 to the Registrant's Registration
Statement on Form S-1 (File no. 333-40687) filed with the Securities
and Exchange Commission on January 8, 1998, and as amended from time
to time, (the "Registration Statement"), which is incorporated herein
by reference for all purposes. The Registrant hereby incorporates by
reference into this registration statement the description of its
Common Stock included in any Prospectus forming part of the
Registration Statement subsequently filed by the Registrant pursuant
to Rule 424(b) under the Securities Act of 1933, as amended.
Item 2. EXHIBITS.
1. Amended and Restated Certificate of Incorporation (incorporated
by reference to Exhibit 3.2 to the Registration Statement).
2. Form of Amendment to Amended and Restated Certificate of
Incorporation (incorporated by reference to Exhibit 3.5 to the
Registration Statement).
3. Form of Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.6 to the Registration
Statement).
4. Amended By-laws of Registrant (incorporated by reference to
Exhibit 3.4 to the Registration Statement).
5. Specimen of Registrant's Common Stock certificate (incorporated
by reference to Exhibit 4.1 to the Registration Statement).
-2-
<PAGE>
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, thereto duly authorized.
SCRIPTGEN PHARMACEUTICALS, INC.
By: /s/ Karen A. Hamlin
----------------------------------------------
Karen A. Hamlin
Senior Director of Operations,
Secretary and Treasurer
Dated: February 2, 1998
-3-
