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

SYNBIOTICS CORPORATION

(Exact name of registrant as specified in charter)

California	0-11303	95-3737816
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11011 Via Frontera, San Diego, California	92127
(Address of principal executive offices)	(Zip Code)

(858) 451-3771

(Registrant’s telephone number, including area code)

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

NONE

(Title of Class)

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

PREFERRED STOCK PURCHASE RIGHTS

(Title of Class)

ITEM 1.    DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED

On January 25, 2002, Synbiotics Corporation (the “Company”) amended its Rights Agreement, dated October 1, 1998 (the “Rights Plan”), to render the rights under the Rights Plan inapplicable to the signing by the Company of the Stock Purchase Agreement (the “Stock Purchase Agreement”), dated as of January 25, 2002, between the Company and Redwood West Coast, LLC (“Redwood”), the commencement or consummation of any of the transactions contemplated by the Stock Purchase Agreement, the execution of any other document or agreement contemplated by the Stock Purchase Agreement and any acquisition of beneficial ownership of the Company’s common stock after the closing of the transactions contemplated by the Stock Purchase Agreement by Redwood or any of its affiliates or subsidiaries that would not result in the aggregate beneficial ownership of the Company’s common stock of Redwood and its affiliates and subsidiaries exceeding eighty-five percent (85%) of the sum of the total number of outstanding shares of the Company’s common stock and the total number of shares of the Company’s common stock issuable upon conversion of shares of the Company’s Series B Preferred Stock issued pursuant to the Stock Purchase Agreement. The Form of Amendment to Rights Agreement and Certification of Compliance with Section 27 Thereof is attached hereto as Exhibit 1 and is incorporated by reference herein.

ITEM 2.    EXHIBITS

1.    Form of Amendment to Rights Agreement and Certification of Compliance with Section 27 Thereof.

2

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SY NBIOTICS CORPORATION

Date: January 25, 2002

                /s/    PAUL A. ROSINACK

Pau l A. Rosinack

Pre sident and Chief Executive Officer

3

EXHIBIT INDEX

Exhibit No.	Exhibit
1	Form of Amendment to Rights Agreement and Certification of Compliance with Section 27     Thereof

4