FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
VISUAL NETWORKS, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1837515
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
2092 Gaither Road, Rockville, MD 20850
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and
is effective pursuant to General is effective pursuant to General
Instruction A.(c), check the Instruction A.(d), check the
following box. [ ] following box. [x]
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 None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 Par Value
(Title of class)
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Item 1: Description of Registrant's Securities to be Registered
The description of the Common Stock of the Registrant, par value $.01
per share, registered hereby is incorporated by reference to the description of
the Registrant's Capital Stock set forth under the heading "Description of
Capital Stock" in the Registrant's Amendment No. 3 to the Company's Registration
Statement on Form S-1 (SEC File No. 333-41517) ("Amendment No. 3"), as filed
with the Securities and Exchange Commission on January 20, 1998, any amendments
to such Amendment No. 3 filed subsequently thereto and any form of prospectus
filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
Item 2: Exhibits
The following exhibits are filed as part of this Registration
Statement:
3.1 * Restated Certificate of Incorporation of the Registrant.
3.2 * Restated By-Laws of the Registrant.
4.1 * Specimen stock certificate for shares of Common Stock of
the Registrant.
10.4* Third Amended and Restated Stockholders and Registration
Rights Agreement, dated as of September 19, 1996, by and
among the Registrant and certain stockholders.
* Incorporated by reference to the Registrant's Registration
Statement on Form S-1 (SEC File No. 333-41517).
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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.
VISUAL NETWORKS, INC.
Date: January 30, 1998 By: /s/ Scott E. Stouffer
---------------------
Scott E. Stouffer
President
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Exhibit Index
Exhibit No. Description
3.1 * Restated Certificate of Incorporation of the Registrant.
3.2 * Restated By-Laws of the Registrant.
4.1 * Specimen stock certificate for shares of Common Stock of the
Registrant.
10.4 * Third Amended and Restated Stockholders and Registration
Rights Agreement, dated as of September 19, 1996, by and among
the Registrant and certain stockholders.
* Incorporated by reference to the Registrant's Registration
Statement on Form S-1 (SEC File No. 333-41517).
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