As filed with the Securities and Exchange Commission on July 22, 1997 Registration No. ___-_____ 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 THE SECURITIES EXCHANGE ACT OF 1934 ----------------------------------------- DURA PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 95-3645543 ----------------------- ----------------------------------- (State of incorporation (I.R.S. Employer Identification No.) or organization) 5880 PACIFIC CENTER BOULEVARD SAN DIEGO, CALIFORNIA 92121 (Address of Principal Executive Offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of registration of a class of debt securities and is debt securities and is to effective upon filing pursuant become effective to General Instruction A(c)(1) simultaneously with the please check the following effectiveness of a concurrent box. / / registration 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: 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: Convertible Subordinated Notes due 2002 - ------------------------------------------------------------------------------- (Title of class) - ------------------------------------------------------------------------------- (Title of class) INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. A description of the Convertible Subordinated Notes due 2002 (the "Notes") to be registered hereunder, including all of the information required by Item 202 of Regulation S-K, is contained under the heading "Description of Notes" in the prospectus included in the Company's Registration Statement on Form S-3 filed with the Securities and Exchange Commission under the Securities Act of 1933 (Registration No. 333-30851), as amended from time to time (the "Registration Statement"), which description is incorporated herein by reference. ITEM 2. EXHIBITS. The following exhibits to this Registration Statement on Form 8-A are incorporated by reference to the documents specified which have been or will be filed with the Securities and Exchange Commission. 1. Form of Indenture, filed as Exhibit 4.1 to the Company's Registration Statement (Registration No. 333-30851). 2. Form of Note, filed as Exhibit 4.1 to the Company's Registration Statement (Registration No. 333-30851). 3. Certificate of Incorporation, filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997. 4. Bylaws of the Company, filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997. 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. DURA PHARMACEUTICALS, INC. Date: July 22, 1997 By: /s/ CAM L. GARNER -------------------------- Cam L. Garner Chairman, President and Chief Executive Officer 3. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 EXHIBITS TO FORM 8-A UNDER SECURITIES EXCHANGE ACT OF 1934 DURA PHARMACEUTICALS, INC. EXHIBIT INDEX ------------- The following exhibits to this Registration Statement on Form 8-A are incorporated by reference to the documents specified which have been or will be filed with the Securities and Exchange Commission. EXHIBIT NUMBER - ------- 1. Form of Indenture, filed as Exhibit 4.1 to the Company's Registration Statement (Registration No. 333-30851). 2. Form of Note, filed as Exhibit 4.1 to the Company's Registration Statement (Registration No. 333-30851). 3. Certificate of Incorporation, filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997. 4. Bylaws of the Company, filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997.