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
Ceres, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 33-0727287 | |
| (State of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 1535 Rancho Conejo Boulevard, Thousand Oaks, California | 91320 | |
| (Address of principal executive offices) | (Zip Code) | |
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be so registered |
Name of each exchange on which each class is to be registered | |
| Common Stock, $0.01 par value per share | The NASDAQ Stock Market LLC |
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. x
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. ¨
Securities Act registration statement file number to which this form relates: 333-174405 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Not applicable
(Title of class)
Not applicable
(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be Registered.
The description of the common stock, par value $0.01 per share (the “Common Stock”) of Ceres, Inc. (the “Registrant”) to be registered hereunder is set forth under the heading “Description of Capital Stock” in the Registrant’s Registration Statement on Form S-1 (Registration No. 333-174405) as originally filed with the Securities and Exchange Commission (the “Commission”) on May 23, 2011, and as subsequently amended (the “S-1 Registration Statement”), and in the prospectus included in the S-1 Registration Statement and is hereby incorporated by reference. Any form of prospectus subsequently filed by the Registrant pursuant to
Rule 424(b) under the Securities Act of 1933, as amended, which includes a description of the Common Stock to be registered hereunder shall be deemed to be incorporated by reference into this registration statement on Form 8-A.
Item 2. Exhibits.
Pursuant to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on The NASDAQ Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Exchange Act.
SIGNATURE
Pursuant to the requirements of Section l2 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.
February 3, 2012
(Registrant) Ceres, Inc.
Date 2/3/2012
| By | /s/ Richard Hamilton | |
| Name: Richard Hamilton | ||
| President and Chief Executive Officer |