-----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, BnEkBXQqI0isHD7kHHtrcnSt0CXkbBAfw+w1wLEu2PWt1zXTCjp1+MvxCk6m3DdI 8AEHDjvjp+fKH1qXzg+pvA== 0000891618-96-000872.txt : 19960614 0000891618-96-000872.hdr.sgml : 19960614 ACCESSION NUMBER: 0000891618-96-000872 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960613 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GERON CORPORATION CENTRAL INDEX KEY: 0000886744 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752287752 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-20859 FILM NUMBER: 96580233 BUSINESS ADDRESS: STREET 1: 200 CONSTITUTION DRIVE CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 4154737700 MAIL ADDRESS: STREET 1: 200 CONSTITUTION DRIVE CITY: MENLO PARK STATE: CA ZIP: 94025 8-A12G 1 FORM 8-A12G 1 As filed with the Securities and Exchange Commission on June 13, 1996 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 GERON CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 75-2287752 (State of incorporation or organization) (IRS Employer Identification No.) 200 CONSTITUTION DRIVE, MENLO PARK, CA 94025 (Address of principal executive offices) (Zip Code) 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 Not Applicable Not Applicable Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value (Title of Class) 2 Item 1. Description of Registrant's Securities to be Registered Incorporated by reference to the information set forth under the caption "Description of Capital Stock" in the Company's Registration Statement on Form S-1 (SEC File No. 333-05853) (the "Registration Statement"). Item 2. Exhibits The following exhibits are filed as a part of this Registration Statement: 1 Specimen certificate for Registrant's Common Stock. 2.1 Certificate of Incorporation -- incorporated herein by reference to Exhibit 3.1 of the Company's Registration Statement. 2.2 Form of Amended and Restated Certificate of Incorporation to be filed with the Delaware Secretary of State to effect the Company's 1-for-3.4 reverse stock split -- incorporated herein by reference to Exhibit 3.3 to the Company's Registration Statement. 2.3 Bylaws - incorporated herein by reference to Exhibit 3.2 to the Company's Registration Statement. 2.4 Form of Amended and Restated Bylaws to be effective upon the closing of the Company's initial public offering of shares of its Common Stock -- incorporated herein by reference to Exhibit 3.4 to the Company's Registration Statement. -2- 3 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. Date: June 12, 1996 GERON CORPORATION By: /s/ David L. Greenwood --------------------------------- David L. Greenwood, Chief Financial Officer, Treasurer and Secretary -3- 4 INDEX TO EXHIBITS
Sequentially Exhibit No. Description Numbered Page ----------- ----------- ------------- 1 Specimen certificate for Registrant's Common Stock. 2.1 Certificate of Incorporation -- incorporated herein by Incorporated by reference reference to Exhibit 3.1 of the Company's Registration Statement 2.2 Form of Amended and Restated Certificate of Incorporation Incorporated by reference to be filed with the Delaware Secretary of State to effect the Company's 1-for-3.4 reverse stock split -- incorporated herein by reference to Exhibit 3.3 to the Company's Registration Statement. 2.3 Bylaws -- incorporated herein by reference to Exhibit 3.2 Incorporated by to the Company's Registration Statement. reference 2.4 Form of Amended and Restated Bylaws to be effective upon Incorporated by reference the closing of the Company's initial public offering of shares of its Common Stock -- incorporated herein by reference to Exhibit 3.4 to the Company's Registration Statement.
-4- EX-1 2 SPECIMEN CERTIFICATE FOR REGISTRANT'S COMMON STOCK 1 EXHIBIT 1 NUMBER SHARES GERON INCORPORATED UNDER THE LAWS OF SEE REVERSE FOR STATEMENTS RELATING THE STATE OF DELAWARE TO RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS, IF ANY CUSIP 374163 10 3 This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE, OF GERON CORPORATION transferable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated GERON CORPORATION CORPORATE /s/ David L. Greenwood SEAL /s/ Ronald W. Eastman NOV. 28, VICE PRESIDENT AND CHIEF FINANCIAL OFFICER 1990 PRESIDENT AND CHIEF EXECUTIVE OFFICER DELAWARE COUNTERSIGNED AND REGISTERED: U.S. STOCK TRANSFER CORPORATION (GLENDALE, CA) TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE
2 A statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights as established, from time to time, by the Certificate of Incorporation of the Corporation and by any certificate of determination, the number of shares constituting each class and series, and the designations thereof, may be obtained by the holder hereof upon request and without charge at the principal office of the Corporation. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT -- _______________ Custodian _______________ TEN ENT -- as tenants by the entireties (Cust) (Minor) JT TEN -- as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act _____________________________________ in common (State) UNIF TRF MIN ACT -- ____________ Custodian (until age _______) (Cust) ________________ under Uniform Transfers (Minor) to Minors Act ___________________________ (State) Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, _________________________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ______________________________________ ______________________________________ _______________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) _______________________________________________________________________________ _______________________________________________________________________________ ________________________________________________________________________ Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ______________________________________________________________________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated ___________________________________ X _______________________________________ X _______________________________________ NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature(s) Guaranteed By _____________________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. -----END PRIVACY-ENHANCED MESSAGE-----