-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RgRg4GHZ/42tJo8eBxGQW8hn39IGpRRVmMXoz2PlWbBr9lEl0AS4aBkcBWpcecqh QMHSaDUK4gwYBO24qNcJ5Q== 0000927016-98-000963.txt : 19980317 0000927016-98-000963.hdr.sgml : 19980317 ACCESSION NUMBER: 0000927016-98-000963 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980313 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CURAGEN CORP CENTRAL INDEX KEY: 0001030653 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 06133140 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: SEC FILE NUMBER: 000-23223 FILM NUMBER: 98565710 BUSINESS ADDRESS: STREET 1: 555 LONG WHARF DRIVE STREET 2: 11TH FL CITY: NEW HAVEN STATE: CT ZIP: 06511 8-A12G/A 1 FORM 8-A/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM 8-A/A AMENDMENT NO. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CURAGEN CORPORATION ------------------- (Exact name of registrant as specified in its charter) Delaware 06-133140 - ---------------------------------------- -------------------------------- (State of incorporation or organization) (IRS Employer Identification No.) 555 LONG WHARF DRIVE, 11TH FLOOR, NEW HAVEN, CONNECTICUT 06511 --------------------------------------------------------------- (Address of principal executive offices) (Zip Code) - -------------------------------------------------------------------------------- Title of each class Name of each exchange to be so registered on which each class is to be registered - ------------------- ------------------- - ------------------- ------------------- - ------------------- ------------------- - -------------------------------------------------------------------------------- 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. [_] Securities Act registration statement file number to which this form relates: 333-38051 (if applicable) - --------- Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $.01 Par Value Per Share -------------------------------------- (Title of Class) Total Number of Pages: 3 Item 1. Description of Registrant's Securities To Be Registered. ------------------------------------------------------- The Registrant incorporates herein by reference the following portions of the Registrant's Registration Statement on Form S-1 filed by the Registrant under the Securities Act of 1933, as amended, on October 16, 1997 and amended on November 6, 1997, December 16, 1997, February 17, 1998, February 19, 1998, February 23, 1998, March 2, 1998, and March 13, 1998 as the same may be subsequently amended by amendments to the Registration Statement, and, to the extent applicable, such portions of any prospectus relating to such Registration Statement filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended: Description of Capital Stock -- Common Stock -- Non-Voting Common Stock -- Preferred Stock -- Warrants -- Registration Rights -- Delaware Law and Certain Charter and Bylaw Provisions Item 2. Exhibits. -------- The Registrant incorporates herein by reference the following Exhibits to the Registrant's Registration Statement on Form S-1 filed by the Registrant under the Securities Act of 1933, as amended, on October 16, 1997 and amended on November 6, 1997, December 16, 1997 February 17, 1998, February 19, 1998, February 23, 1998, March 2, 1998, and March 13, 1998 as the same may be subsequently amended by amendments to the Registration Statement: (1) Amended and Restated Certificate of Incorporation of the Registrant, filed as Exhibit 3.1 to the Registration Statement on Form S-1 filed on October 16, 1997. (2) Certificate of Amendment of Restated Certificate of Incorporation of the Registrant and Certificate of Amendment of Designation, Preferences and Rights of Series E Preferred Stock of the Registrant, filed as Exhibit 3.2 to the Registration Statement on Form S-1 filed on December 16, 1997. (3) Amended and Restated Certificate of Incorporation of the Registrant, filed as Exhibit 3.3 to the Registration Statement on Form S-1 filed on March 13, 1998. (4) Amended and Restated Bylaws of the Registrant, filed as Exhibit 3.4 to the Registration Statement on Form S-1 filed on October 16, 1997. (5) Amended and Restated Bylaws of the Registrant filed as Exhibit 3.5 to the Registration on Form S-1 filed on March 13, 1998. (6) Specimen Certificate representing the Common Stock, filed as Exhibit 4.2 to the Registration Statement on Form S-1 filed on March 13, 1998. 2 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. CURAGEN CORPORATION By: /s/ Jonathan M. Rothberg, Ph.D. --------------------------------------------- Jonathan M. Rothberg, Ph.D., Chief Executive Officer, President and Chairman of the Board Dated: March 13, 1998 3 -----END PRIVACY-ENHANCED MESSAGE-----