SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 Rigel Pharmaceuticals, Inc. _______________________________________________________________________ (Exact Name of Registrant as Specified in its Charter) Delaware 94-3248524 _______________________________________ __________________________________ (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 240 East Grand Avenue, S. San Francisco, CA 94080 ___________________________________________ _________________________________ (Address of principal executive offices) (Zip code) 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), please 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. |X| Securities Act registration statement number to which this form relates: 333-45854 _________ 1. ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. A description of the Common Stock to be registered hereunder is contained in the section entitled "Description of securities," commencing at page 61 of the Prospectus included in the Registrant's Form S-1 Registration Statement, as amended (No 333-45854), initially filed with the Securities and Exchange Commission (the "Commission") on September 15, 2000 (the "Registration Statement") and incorporated herein by reference. ITEM 2. EXHIBITS.