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 AASTROM BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) MICHIGAN 94-3096597 (State of incorporation (I.R.S. Employer Identification No.) or organization) 24 FRANK LLOYD WRIGHT DRIVE P.O. BOX 376 ANN ARBOR, MICHIGAN 48106 (Address of principal executive offices) (Zip Code) 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 If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [_] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(1), please check the following box. [_] SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, NO PAR VALUE (Title of class) This Form 8-A, including all exhibits, consists of 4 pages. The exhibit index is located on page 4. Item 1. Description of Registrant's Securities to be Registered ------------------------------------------------------- The information contained in "Description of Capital Stock" in the Registrant's Registration Statement on Form S-1, filed with the Securities and Exchange Commission on November 1, 1996, as amended on November 6, 1996, December 19, 1996 and January 7, 1997 (the "Form S-1 Registration Statement") is hereby incorporated by reference. Item 2. Exhibits -------- The following exhibits are filed as part of this Registration Statement: 1.1 Specimen Common Stock Certificate, incorporated by reference to Exhibit 4.1 of Amendment No. 2 to the Registrant's Form S-1 Registration Statement. 2.1 Restated Articles of Incorporation, incorporated by reference to Exhibit 3.1 of the initial filing of Registrant's Form S-1 Registration Statement. 2.2 Form of Restated Articles of Incorporation (to be filed with the Secretary of State of the State of Michigan prior to closing of Registrant's initial public offering), incorporated by reference to Exhibit 3.2 of Amendment No. 2 to the Registrant's Form S-1 Registration Statement. 2.3 Bylaws, as amended, incorporated by reference to Exhibit 3.3 to the initial filing of Registrant's Form S-1 Registration Statement. 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. Date: January 22, 1997 AASTROM BIOSCIENCES, INC. By: /s/ R. DOUGLAS ARMSTRONG, Ph.D. ---------------------------- R. Douglas Armstrong, Ph.D. President and Chief Executive Officer 3 EXHIBIT INDEX ------------- 4
Exhibit Sequentially Number Exhibit Numbered Page - ------ ------- ------------- 1.1 Specimen Common Stock Certificate, - incorporated by reference to Amendment No. 2 to Exhibit 4.1 of the Registrant's Form S-1 Registration Statement. 2.1 Restated Articles of Incorporation, as - amended, of AASTROM BIOSCIENCES, INC., incorporated by reference to Exhibit 3.1 of the initial filing of Registrant's Form S-1 Registration Statement. 2.2 Form of Restated Articles of Incorporation - (to be filed with the Secretary of State of the State of Michigan prior to closing of Registrant's initial public offering) incorporated by reference to Exhibit 3.2 of Amendment No. 2 to the Registrant's Form S-1 Registration Statement. 2.3 Bylaws, as amended, incorporated by - reference to Exhibit 3.3 to the initial filing of Registrant's Form S-1 Registration Statement.