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 DEPUY, INC. (Exact name of registrant as specified in its charter) Delaware 35-1989795 (State of incorporation or organization) (I.R.S. Employer Identification No.) P.O. Box 988 700 Orthopaedic Drive Warsaw, Indiana 46581-0988 (Address of principal executive offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of debt registration of a class of debt securities and is effective upon securities and is to become effective filing pursuant to General simultaneously with the effectiveness Instruction A(c)(1) please check the of a concurrent registration following box. [ ] statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. [ ] Securities to be registered pursuant to Section 12(b) of the Act: Common Stock, par value $.01 per share Securities to be registered pursuant to Section 12(g) of the Act: None ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The description of the Registrant's Common Stock set forth under the caption "Description of Capital Stock" contained in the prospectus included in the Registrant's Registration Statement on Form S-1 (File No. 333-09345) is incorporated by reference herein. ITEM 2. EXHIBITS. The securities described herein are to be registered on the New York Stock Exchange, on which no other securities of the Registrant are registered. Accordingly, all exhibits required by Instruction II of the Instructions As to Exhibits will be duly filed with each copy of this registration statement filed with the New York Stock Exchange. 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. DEPUY, INC. Date: September 26, 1996 By: /s/ James A. Lent ------------------------------------ James A. Lent Chairman and Chief Executive Officer