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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 l934
TRANSMETA CORPORATION
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 77-0402448
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
3940 FREEDOM CIRCLE
SANTA CLARA, CALIFORNIA 95054
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of If this Form relates to the registration
a class of securities pursuant to Section of a class of securities pursuant to
12(b) of the Exchange Act and is effective Section 12(g) of the Exchange Act and is
pursuant to General Instruction A.(c), effective pursuant to General Instruction
check the following box. [ ] A.(d), check the following box. [X]
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Securities Act registration statement file number to which this form relates:
333-44030
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.00001 PAR VALUE PER SHARE
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the common stock of Registrant set forth under
the caption "Description of Capital Stock" in Registrant's Registration
Statement on Form S-1 (File No. 333-44030) as originally filed with the
Securities and Exchange Commission on August 17, 2000, or as subsequently
amended (the "Registration Statement"), and in the prospectus included in the
Registration Statement, is hereby incorporated by reference in response to this
item.
ITEM 2. EXHIBITS.
The following exhibits are filed herewith or incorporated herein by
reference:
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Exhibit
Number Exhibit Title or Description
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3.01 Registrant's Certificate of Incorporation
(incorporated by reference to Exhibit 3.01 to the
Registration Statement).
3.02 Amendment to Registrant's Certificate of
Incorporation (incorporated by reference to
Exhibit 3.02 to the Registration Statement).
3.03 Form of Registrant's First Amended
and Restated Certificate of
Incorporation (incorporated by
reference to Exhibit 3.03 to the
Registration Statement).
3.04 Form of Registrant's Second Amended
and Restated Certificate of
Incorporation to be effective after
completion of the offering covered
by the Registration Statement
(incorporated by reference to
Exhibit 3.04 to the Registration
Statement).
3.05 Registrant's Bylaws (incorporated by reference to
Exhibit 3.05 to the Registration Statement).
3.06 Form of Registrant's Restated Bylaws to be
effective before completion of the offering
covered by the Registration Statement
(incorporated by reference to Exhibit 3.06 to the
Registration Statement).
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Exhibit
Number Exhibit Title or Description
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4.01 Form of Specimen Common Stock Certificate
(incorporated by reference to Exhibit 4.01 to the
Registration Statement).
4.02 Fifth Restated Investors' Rights
Agreement dated March 31, 2000,
between Registrant, certain
stockholders and a convertible note
holder (incorporated by reference to
Exhibit 4.02 to the Registration
Statement).
4.03 Form of Piggyback Registration Rights Agreement
(incorporated by reference to Exhibit 4.03 to the
Registration Statement).
99.01 The description of Registrant's
common stock set forth under the
caption "Description of Capital
Stock" in the prospectus included in
the Registration Statement.
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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, thereunto duly authorized.
Dated: October 19, 2000 TRANSMETA CORPORATION
By: /s/ Merle A. McClendon
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Merle A. McClendon
Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit
Number Exhibit Title or Description
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3.01 Registrant's Certificate of Incorporation
(incorporated by reference to Exhibit 3.01 to the
Registration Statement).
3.02 Amendment to Registrant's Certificate of
Incorporation (incorporated by reference to
Exhibit 3.02 to the Registration Statement).
3.03 Form of Registrant's First Amended
and Restated Certificate of
Incorporation (incorporated by
reference to Exhibit 3.03 to the
Registration Statement).
3.04 Form of Registrant's Second Amended
and Restated Certificate of
Incorporation to be effective after
completion of the offering covered
by the Registration Statement
(incorporated by reference to
Exhibit 3.04 to the Registration
Statement).
3.05 Registrant's Bylaws (incorporated by reference to
Exhibit 3.05 to the Registration Statement).
3.06 Form of Registrant's Restated Bylaws to be
effective before completion of the offering
covered by the Registration Statement
(incorporated by reference to Exhibit 3.06 to the
Registration Statement).
4.01 Form of Specimen Common Stock Certificate
(incorporated by reference to Exhibit 4.01 to the
Registration Statement).
4.02 Fifth Restated Investors' Rights
Agreement dated March 31, 2000,
between Registrant, certain
stockholders and a convertible note
holder (incorporated by reference to
Exhibit 4.02 to the Registration
Statement).
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4.03 Form of Piggyback Registration Rights Agreement
(incorporated by reference to Exhibit 4.03 to the
Registration Statement).
99.01 The description of Registrant's
common stock set forth under the
caption "Description of Capital
Stock" in the prospectus included in
the Registration Statement.
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