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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
THE SECURITIES ACT OF 1934
NOGATECH, INC.
(Exact name of Registrant as specified in its charter)
Delaware 77-0525268
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
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5201 Great America Parkway, Suite 351
Santa Clara, California 95054
(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 12(b) securities pursuant to Section 12(g)
of the Exchange Act and is of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check Instruction A.(d), please check
the following box. / / the following box. /X/
Securities Act registration statement file number to which this form relates:
333-32372 (IF APPLICABLE)
Securities to be registered pursuant to Section 12 (b) of the Act:
Title of Each Class of Name of each exchange on which
Securities to Be Registered each class is to be registered
Not Applicable Not Applicable
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Securities to be registered pursuant to Section 12 (g) of the Act:
Common Stock
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(Title of Class)
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporation herein by reference to the Description of Capital
Stock section of the Registrant's Registration Statement on Form S-1, as
amended (File No. 333-32372).
ITEM 2. EXHIBITS.
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EXHIBIT NUMBER DESCRIPTION
<S> <C>
2.1 Agreement and Plan of Merger, by and between Nogatech,
Inc., a California Corporation and the Registrant, dated as
of December 28, 1999 (incorporated by reference as Exhibit
2.1 to the Registrant's Registration Statement on Form S-1
(File No. 333-32372)).
3.1 Second Amended and Restated Certificate of Incorporation of
Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (File No.
333-32372)).
3.2 Bylaws of the Registrant (incorporated by reference as
Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1 (File No. 333-32372)).
3.3 Amendment to the Second Amended and Restated Certificate of
Incorporation of the Registrant, as filed with the Delaware
Secretary of State on April 14, 2000 (incorporated by
reference to Exhibit 3.3 to the Registrant's Registration
Statement on Form S-1 (File No. 333-32372)).
3.4 Amendment to the Second Amended and Restated Certificate of
Incorporation of the Registrant, as filed with the Delaware
Secretary of State on April 17, 2000 (incorporated by
reference to Exhibit 3.4 to the Registrant's Registration
Statement on Form S-1 (File No. 333-32372)).
4.1 Specimen common stock certificate (incorporated by
reference to Exhibit 4.1 to the Registrant's Registration
Statement on Form S-1 (File No. 333-32372)).
10.11 Shareholder Agreement, by and among Nomura International
plc., Holland Venture B.V., Ophir Holdings Ltd., Docor
International B.V., Inventech Ltd., Ronchal Investments
N.V., Challenge Fund-Etgar, L.P., and Corex Israeli
Industries Ltd., dated as of January 13, 2000 (incorporated
by reference to Exhibit 10.11 to the Registrant's
Registration Statement on Form S-1 (File No. 333-32372)).
10.12 Second Amended and Restated Registration Rights Agreement,
by and among the Registrant and certain security holders,
dated January 13, 2000 (incorporated by reference to
Exhibit 10.12 to the Registrant's Registration Statement on
Form S-1 (File No. 333-32372)).
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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 amendment to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
Nogatech, Inc
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(Registrant)
Date May 15, 2000
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By /s/ Yaron Garmazi
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* Print the name and title of the signing officer under his signature.
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