As filed with the Securities and Exchange Commission on December 13, 2001 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ Form 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 _______________ American Pharmaceutical Partners, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 68-0389419 (State of Incorporation or Organization) (I.R.S. Employer Identification Number) 10866 Wilshire Boulevard Suite 1270 Los Angeles, California 90024 (Address of Principal Executive Offices) (Zip Code) 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: 333-70900 SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title Of Each Class To Be Registered Name Of Each Exchange On Which ------------------------------------ ------------------------------ Not Applicable Each Class Is To Be Registered ------------------------------ Not Applicable SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock $0.001 Par Value Per Share ITEM 1. Description of Registrant's Securities to be Registered. Incorporated herein by reference to the Registrant's Registration Statement on Form S-1 (File No. 333-70900, as amended) (the "Registration Statement"). ITEM 2. Exhibits. Exhibit Description ------- ----------- 3.1 Certificate of Incorporation of the Registrant. Incorporated herein by reference to Exhibit 3.1 to the Registrant's Registration Statement. 3.2 Bylaws of the Registrant. Incorporated herein by reference to Exhibit 3.2 to the Registrant's Registration Statement. 4.2 Specimen Stock Certificate of the Registrant. Incorporated herein by reference to Exhibit 4.2 to the Registrant's Registration Statement. 4.3 First Amended Registration Rights Agreement, dated as of June 1, 1998. Incorporated herein by reference to Exhibit 4.3 to the Registrant's Registration Statement. 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: December 13, 2001 AMERICAN PHARMACEUTICAL PARTNERS, INC. By: /s/ Patrick Soon-Shiong ------------------------------------- Patrick Soon-Shiong, M.D. President and Chief Executive Officer