1 FORM 8-A UNITED STATES 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 AND EXCHANGE ACT OF 1934 ALANEX CORPORATION (Exact name of registrant as specified in its charter) Delaware 33-0599136 - -------------------------------------------------------------------------------- (State of incorporation (I.R.S. Employer or organization) Identification No.) 3550 General Atomics Court, San Diego, CA 92121 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) If this Form relates to the registration If this Form relates to the of a class of debt securities and is registration of a class of debt effective upon filing pursuant to General securities and is to become Instruction (A)(c)(1) please check the effective simultaneously with following box. / / the effectiveness of a con- current registration statement under the Securities Act if 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 to Name of each exchange on which be so registered each class is to be registered - ----------------------------- ------------------------------ None - ----------------------------- ------------------------------ Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value - -------------------------------------------------------------------------------- (Title of class) 2 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. A description of the Common Stock to be registered hereunder is contained in the section entitled "Description of Capital Stock," commencing at page 46 of the Preliminary Prospectus included in the Registrant's Registration Statement on Form S-1 (Reg. No. 333-09929), filed with the Securities and Exchange Commission on August 9, 1996, and is incorporated herein by reference. ITEM 2. EXHIBITS Exhibit Number Description ------- ----------- 1.1 Specimen stock certificate for Registrant's Common Stock. (2) 2.1 Registrant's Certificate of Incorporation. (1) 2.2 Bylaws of Registrant. (1) 2.3 Pages 46-47 of Registrant's Registration Statement on Form S-1 (Reg. No. 333-09929), filed with the Securities and Exchange Commission on August 9, 1996. --------------- (1) Filed with the Securities and Exchange Commission as an exhibit to Registrant's Registration Statement on Form S-1 (Reg. No. 333-09929) and incorporated herein by reference. (2) To be filed with the Securities and Exchange Commission as an exhibit to an amendment to Registrant's Registration Statement on Form S-1 (Reg. No. 333-09929). 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. ALANEX CORPORATION By: /s/ MICHELLE A. YOUNGERS ---------------------------- Michelle A. Youngers Director of Finance and Secretary Date: August 23, 1996 4.