-----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, VAOqIjJFo3+/l2pQcaOj9T0rlqLCsFvwm9PzTTXcsvbKSYugOAVDAVsA0Lc8DxLY BbdFXC99eGGFs1KP+UyTnQ== 0000950134-04-010978.txt : 20040802 0000950134-04-010978.hdr.sgml : 20040802 20040730202250 ACCESSION NUMBER: 0000950134-04-010978 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NANOSYS INC CENTRAL INDEX KEY: 0001160719 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 134182327 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-50882 FILM NUMBER: 04943518 BUSINESS ADDRESS: STREET 1: 2625 HANOVER STREET CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 6503312100 MAIL ADDRESS: STREET 1: 2625 HANOVER STREET CITY: PALO ALTO STATE: CA ZIP: 94304 8-A12G 1 f00337e8va12g.htm FORM 8-A12G e8va12g
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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

Nanosys, Inc.

(Exact name of registrant as specified in its charter)
     
Delaware   13-4182327
  		 
 
(State of incorporation or organization)   (I.R.S. Employer Identification No.)

2625 Hanover Street, Palo Alto, California 94304

(Address of principal executive offices)

Securities to be registered pursuant to Section 12(b) of the Act:

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. o

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. þ

Securities Act registration statement file number to which this form relates (if applicable): 333-114735

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value per share

 

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Item 1. Description of Registrant’s Securities to be Registered

     Nanosys, Inc. (“Registrant”) hereby incorporates by reference the description of its securities to be registered hereunder contained under the heading “Description of Capital Stock” in Registrant’s Registration Statement on Form S-1 (File No. 333-114735), as originally filed with the Securities and Exchange Commission (the “Commission”) on April 22, 2004 or subsequently amended (the “Registration Statement”), and in the prospectus included in the Registration Statement to be filed separately by Registrant with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

Item 2. Exhibits

     The following exhibits are filed herewith or incorporated by reference herein as indicated below:

     
3.1.1*
  Amended and Restated Certificate of Incorporation to be in effect upon the closing of the offering
3.1.2*
  Form of Fourth Amended and Restated Certificate of Incorporation to be in effect prior to effective time of the Registration Statement
3.2*
  Bylaws of Registrant
3.2.1*
  Amended and Restated Bylaws of Registrant to be in effect upon closing of the offering
4.1*
  Form of Specimen Stock Certificate
4.2*
  Second Amended and Restated Investors’ Rights Agreement by and between Registrant and the persons and entities listed on Exhibit A thereto, dated as of April 10, 2003
4.2.1*
  Waiver of Right of First Offer and Amendment No. 1 to the Second Amended and Restated Investors’ Rights Agreement by and between Registrant, the Joining Parties, as defined therein, and the Majority Holders, as defined therein, dated as of September 4, 2003
4.2.2*
  Joinder Agreement by and between Registrant, Silicon Valley Bank and the Majority Holders, as defined therein, dated as of May 17, 2002

*   Incorporated by reference to the identically numbered exhibit to the Registration Statement on Form S-1 of Nanosys, Inc. filed on April 22, 2004, as amended (File No. 333-114735).

 

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SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
         
Date: July 30, 2004  NANOSYS, INC.
 		  
  By:   /s/ Calvin Y. H. Chow    
    Calvin Y. H. Chow   
    Chief Executive Officer   
 

 

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EXHIBIT INDEX

     
Exhibit    
Number
   Description
3.1.1*
  Amended and Restated Certificate of Incorporation to be in effect upon the closing of the offering
3.1.2*
  Form of Fourth Amended and Restated Certificate of Incorporation to be in effect prior to effective time of the Registration Statement
3.2*
  Bylaws of Registrant
3.2.1*
  Amended and Restated Bylaws of Registrant to be in effect upon closing of the offering
4.1*
  Form of Specimen Stock Certificate
4.2*
  Second Amended and Restated Investors’ Rights Agreement by and between Registrant and the persons and entities listed on Exhibit A thereto, dated as of April 10, 2003
4.2.1*
  Waiver of Right of First Offer and Amendment No. 1 to Second Amended and Restated Investors’ Rights Agreement by and between Registrant, the Joining Parties, as defined therein, and the Majority Holders, as defined therein, dated as of September 4, 2003
4.2.2*
  Joinder Agreement by and between Registrant, Silicon Valley Bank and the Majority Holders, as defined therein, dated as of May 17, 2002

*   Incorporated by reference to the identically numbered exhibit to the Registration Statement on Form S-1 of Nanosys, Inc. filed on April 22, 2004, as amended (File No. 333-114735).

 

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