SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 (THE "EXCHANGE ACT") MARSHALL EDWARDS, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 51-0407811 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 140 WICKS ROAD NORTH RYDE NSW 2113 AUSTRALIA (Address of Principal Executive Offices) If this form relates to the If this form relates to the registration of a class of securities registration of a class of pursuant to Section 12(b) of the securities pursuant to Section Exchange Act and is effective 12(g) of the Exchange Act and is pursuant to General Instruction effective pursuant to General A.(c), please check the following Instruction A.(d), please check the box. [ ] following box. [X] Securities Act registration statement file number to which this 333-109129 form relates: (If applicable) Securities to be registered pursuant to Section 12(b) of the Exchange Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ NONE NOT APPLICABLE Securities to be registered pursuant to Section 12(g) of the Exchange Act: COMMON STOCK, PAR VALUE $0.00000002 PER SHARE WARRANTS TO PURCHASE SHARES OF COMMON STOCK
ITEM 1. DESCRIPTION OF REGISTRANT"S SECURITIES TO BE REGISTERED The description of the securities to be registered hereby is set forth under the caption "Description of our Securities" in (i) the prospectus (subject to completion) included in Part I of the Registration Statement (Registration No. 333-109129) on Form S-1, as amended, of the registrant originally filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), on September 25, 2003 and (ii) the related final form of the prospectus to be filed with the Commission pursuant to Rule 424(b) of the Securities Act, is incorporated herein by reference. The Registrant has applied to have (i) the Common Stock to be registered hereby approved for listing on the Nasdaq National Market under the symbol MSHL and (ii) the Warrants to be registered hereby approved for listing on the Nasdaq National Market under the symbol MSHLW. 2
ITEM 2. EXHIBITS The following exhibits are filed as part of this registration statement: Exhibit No. Exhibit Description ----------- ------------------- 3.1* Restated Certificate of Incorporation of the Registrant 3.2* Amended and Restated By-Laws of the Registrant 4.1* Specimen Common Stock certificate of the Registrant 4.2* Warrant Agreement 4.3* Specimen Warrant certificate of the Registrant * Previously filed with the Commission as exhibits to the Registration Statement and incorporated herein by reference pursuant to Rule 12b-32(a) of the Exchange Act and Rule 102 of Regulation S-T. 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, thereto duly authorized. Date: November 26, 2003 MARSHALL EDWARDS, INC. (Registrant) By: /s/ Christopher Naughton ----------------------------------- Name: Christopher Naughton Title: President and CEO 4