8-A12G 1 a8-a12g.txt 8-A12G UNITED STATES 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 TRANSGENOMIC, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 91-1789357 ----------------------- ------------------- (State of incorporation (IRS Employer or organization) Identification No.) 5600 SOUTH 42ND STREET OMAHA, NE 68107 (402) 738-5480 ---------------------------------------- (Address of principal executive offices) 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 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 (if applicable): 333-32174 Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value per share Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED See "Description of Securities" in Amendment No. 4 to our Registration Statement on Form S-1 (Registration No. 333-32174) filed with the Securities and Exchange Commission (the "Commission") on July 6, 2000, as amended prior to the effective date thereof (collectively, the "Registration Statement"). The form of Prospectus filed by us pursuant to Rule 424(b) promulgated under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference into the Registration Statement. Item 2. EXHIBITS 1. Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the Registration Statement on Form S-1 (No. 333-32174) filed by the Registrant on May 17, 2000). 2. Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to Registration Statement on Form S-1 (No. 333-32174) filed by the Registrant on March 10, 2000). 3. Form of Certificate of Common Stock (incorporated by reference to Exhibit 4 to Registration Statement on Form S-1 (No. 333-32174) filed by the Registrant on March 10, 2000). 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. TRANSGENOMIC, INC. By /s/ Collin J. D'Silva ------------------------------- Collin J. D'Silva, Chairman and Chief Executive Officer Dated: July 10, 2000