FORM 8-A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Jenner Technologies, Inc. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) California* 68-0292466 - -------------------------------------------------------------------------------- (State of incorporation or organization) (IRS Employer I.D. No.) 2010 Crow Canyon Place, Suite 100, San Ramon, California 94583 - -------------------------------------------------------------------------------- (Address of principal executive offices) Securities to be registered pursuant to Section 12(b) of the Act: NONE - -------------------------------------------------------------------------------- Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par value, and Warrants to purchase Common Stock, $.001 par value - -------------------------------------------------------------------------------- - ------------------ * Jenner Technologies, Inc. is in the process of reincorporating into the State of Delaware. Item 1. Description of Registrant's Securities to be Registered Description of Capital Stock incorporated by reference to the Preliminary Prospectus, contained in Registrant's Registration Statement on Form S-1 filed on February 18, 1997 (the "S-1 Registration Statement"). Item 2. Exhibits The following exhibits are filed as a part of this registration statement: 1. Amended and Restated Articles of Incorporation as currently in effect. (1) 2. Form of Certificate of Incorporation to be filed prior to the effective date of the Registration Statement. (2) 3. Form of Restated Certificate of Incorporation to be filed after the closing of the offering made under the Registration Statement. (3) 4. Specimen Stock Certificate. (4) 5. Specimen Warrant Certificate. (5) 6. Form of Representative's Warrant Agreement between the Registrant and the Representative, including the Representative's Warrant. (6) 7. Form of Warrant Agreement between the Registrant and Continental Stock Transfer and Trust Company, including form of Warrant. (7) - ------------------ (1) Incorporated by reference to Exhibit 3.1 to the Registration Statement. (2) Incorporated by reference to Exhibit 3.2 to the Registration Statement. (3) Incorporated by reference to Exhibit 3.3 to the Registration Statement. (4) Incorporated by reference to Exhibit 4.1 to the Registration Statement. (5) Incorporated by reference to Exhibit 4.2 to the Registration Statement. (6) Incorporated by reference to Exhibit 4.3 to the Registration Statement. (7) Incorporated by reference to Exhibit 4.4 to the 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: February 18, 1997 JENNER TECHNOLOGIES, INC. By: /s/ANTHONY E. MAIDA, III ---------------------------- Anthony E. Maida, III Chief Executive Officer