1 As filed with the Securities and Exchange Commission on August 22, 1997. ========================================================================== 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 Kendle International Inc. - ----------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 31-1274091 - ----------------------------------------------------------------------------- (State of incorporation (I.R.S. Employer or organization) Identification No.) 700 Carew Tower Cincinnati, Ohio 45202 - ------------------------------------------------------------------------------ (Address of principal executive offices) 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 effect- debt securities and is to be- tive upon filing pursuant to come effective simultaneously General Instruction A(c)(1) with the effectiveness of a please check the following concurrent registration state- box. [ ] ment 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 each class is to be registered - ------------------------------------- ------------------------- - ------------------------------------- ------------------------- - ------------------------------------- ------------------------- Securities to be registered pursuant to Section 12(g) of the Act: Common Stock - ----------------------------------------------------------------------------- (Title of Class) - ----------------------------------------------------------------------------- 2 - 2 - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. A description of the Common Stock is included in the Registration Statement on Form S-1 as filed with the Commission on July 2, 1997. Item 2. Exhibits. 1. Registration Statement on Form S-1 as filed with the Commission on July 2, 1997 (incorporated by reference). 2. Articles of Incorporation (incorporated by reference to Exhibit 3.1 to issuer's Amendment Number 2 to Form S-1 as filed with the Commission on August 14, 1997). 3. Code of Regulations (incorporated by reference to Exhibit 3.2 to issuer's Amendment Number 2 to Form S-1 as filed with the Commission on August 14, 1997). 4. Specimen Stock Certificate (incorporated by reference to Exhibit 4 to issuer's Amendment Number 2 to Form S-1 as filed with the Commission on August 14, 1997). 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. KENDLE INTERNATIONAL INC. Date: August 22, 1997 BY: /s/ Timothy M. Mooney ----------------------------- Timothy M. Mooney Title: Assistant Secretary