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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
Aviron
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(Exact Name of Registrant as Specified in its Charter)
California 77-0306986
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
297 North Bernardo Avenue, Mountain View, California 94043
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. / /
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to Name of Each Exchange on Which
be so Registered Each Class is to be Registered
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NONE 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 63 of the Prospectus included in the Registrant's Form S-1
Registration Statement, No. 333- , filed with the Securities and
Exchange Commission (the "Commission") on June 5, 1996 and is incorporated
herein by reference.
ITEM 2. EXHIBITS.
Exhibit
Number Description
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3.1 Amended and Restated Articles of Incorporation, as amended. (1)
3.2 Amendment to the Amended and Restated Articles of Incorporation
of the Registrant. (2)
3.3 Bylaws of the Registrant. (2)
3.4 Form of Certification of Incorporation of the Registrant to be
filed upon reincorporation in Delaware. (2)
3.5 Form of Bylaws of the Registrant to be effective upon
reincorporation in Delaware. (2)
3.6 Form of Restated Certificate of Incorporation of the Registrant,
to be filed after completion of this offering. (2)
3.7 Form of Restated Bylaws of the Registrant, to be effective upon
the completion of this offering. (2)
4.2 Specimen Stock Certificate. (2)
4.8 Amended and Restated Investors Rights Agreement, dated July 18,
1995, among the Registrant and the investors named therein. (1)
10.4 Stock Transfer Agreement between the Registrant and the Regents
of the University Michigan, dated February 24, 1995. (1)
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(1) To be filed as an exhibit to Registrant's Form S-1 Registration
Statement, identically numbered and incorporated herein
by reference.
(2) To be filed as an exhibit to an amendment to Registrant's Form S-1
Registration Statement, identically numbered 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.
Aviron
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(Registrant)
Date: June 5, 1996 By: /s/ J. Leighton Read, M.D.
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