UNITED STATES
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
BIOVERIS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 80-0076765
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
16020 Industrial Drive 20877
Gaithersburg, Maryland (Zip Code)
(Address of principal executive offices)
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
------------------- ------------------------------
None Not applicable
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form
relates: 333-109196
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
(Title of class)
Preferred Share Purchase Rights
(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Registrant's common stock, par value $0.001
per share, and the description of the Registrant's preferred share purchase
rights are set forth under the headings "Description of BioVeris Capital
Stock--Common Stock" and "Description of BioVeris Capital Stock--Rights
Agreement," respectively, in the Registrant's proxy statement/prospectus
included in the Registrant's Registration Statement on Form S-4, as amended
(File No. 333-109196) (the "Registration Statement"), filed under the
Securities Act of 1933, as amended, with the Securities and Exchange
Commission, and such information is hereby incorporated herein by reference.
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ITEM 2. EXHIBITS.
The following exhibits are filed herewith or incorporated herein by reference.
Exhibit No. Description
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1 Certificate of Incorporation of BioVeris Corporation
(incorporated herein by reference to Exhibit 3.1 of the
Registration Statement).
2 By-laws of BioVeris Corporation (incorporated herein by
reference to Exhibit 3.4 of the Registration Statement).
3 Specimen Common Stock Certificate (incorporated herein by
reference to Exhibit 4.3 of the Registration Statement).
4 Rights Agreement dated as of January 9, 2004, between the
Registrant and EquiServe Trust Company, N.A. (filed
herewith).
5 Certificate of the Voting Powers, Designations,
Preferences and Relative Participating, Optional and Other
Special Rights and Qualifications, Limitations or
Restrictions of Series A Participating Cumulative
Preferred Stock of the Registrant (filed herewith).
6 Specimen Right Certificate (filed as Exhibit B to the
Rights Agreement which is filed as Exhibit 4 hereto).
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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 10, 2004
BIOVERIS CORPORATION,
By: /s/ George V. Migausky
--------------------------------
Name: George V. Migausky
Title: Secretary and
Chief Financial Officer