As filed with the Securities and Exchange Commission on April 22, 1997 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 CARDIMA, INC. (Exact name of registrant as specified in its charter) DELAWARE 94-3177883 (State of incorporation or organization) (IRS Employer Identification No.) 47266 BENICIA STREET, FREMONT, CA 94538 (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) 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 Registrant's Registration Statement on Form S-1 (SEC File No. 333-23209) (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 -- incorporated herein by reference to Exhibit 4.1 of the Registrant's Registration Statement. 2.1 Amended and Restated Certificate of Incorporation -- incorporated herein by reference to Exhibit 3.1 of the Registrant's Registration Statement. 2.2 Form of Amended and Restated Certificate of Incorporation to be filed with the Delaware Secretary of State upon the closing of this offering -- incorporated herein by reference to Exhibit 3.3 to the Registrant's Registration Statement. 2.3 Bylaws -- incorporated herein by reference to Exhibit 3.2 to the Registrant's Registration Statement. 2.4 Form of Bylaws to become effective upon the closing of this offering -- incorporated herein by reference to Exhibit 3.4 to the Registrant's Registration Statement. -2- 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: April 22, 1997 CARDIMA, INC. By: /s/ Ronald E. Bourquin ---------------------------------- Ronald E. Bourquin, Vice President and Chief Financial Officer -3- INDEX TO EXHIBITS Sequentially Exhibit No. Description Numbered Page ----------- ----------- ------------- 1 Specimen certificate for Registrant's Common Incorporated by Stock -- incorporated herein by reference to reference Exhibit 4.1 of the Registrant's Registration Statement. 2.1 Amended and Restated Certificate of Incorporation -- Incorporated by incorporated herein by reference to Exhibit 3.1 reference of the Registrant's Registration Statement. 2.2 Form of Amended and Restated Certificate of Incorporation Incorporated by to be filed with the Delaware Secretary of State upon reference the closing of this offering -- incorporated herein by reference to Exhibit 3.3 to the Registrant's Registration Statement. 2.3 Bylaws -- incorporated herein by reference to Exhibit 3.2 Incorporated by to the Registrant's Registration Statement. reference 2.4 Form of Bylaws to become effective upon the closing of Incorporated by this offering -- incorporated herein by reference to reference Exhibit 3.4 to the Registrant's Registrations Statement. -4-