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
NETSPEAK CORPORATION
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(Exact name of registrant as specified in its charter)
Florida 65-0627616
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(State of Incorporation (I.R.S. Employer
or organization) Identification No.)
902 Clint Moore Road
Suite 104
Boca Raton, Florida 33487
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(Address of principal executive offices) (Zip Code)
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
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference is made to the description of the Registrant's Common
Stock in the sections entitled "Dividend Policy" and "Description of Capital
Stock" contained in the Registrant's Registration Statement on Form S-1
(Registration No. 333-2213) filed with the Securities and Exchange Commission
on February 20, 1997, as subsequently amended on April 8, 1997.
Item 2. EXHIBITS.
3.1 Certificate of Incorporation(1)
3.2 Bylaws(1)
4.1 Specimen Certificate of Common Stock(2)
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(1) Incorporated by reference to the Exhibits of the same number included
with the Registrant's Registration Statement on Form S-1 (Registration
No. 333-22123) filed with the Securities and Exchange Commission
February 20, 1997.
(2) Incorporated by reference to the Exhibit of the same number included
with the Registrant's Amendment No. 1 to the Registration Statement on
Form S-1 (Registration No. 333-22123) filed with the Securities and
Exchange Commission on April 8, 1997.
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SIGNATURES
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.
Dated: May 6, 1997 NETSPEAK CORPORATION
By: /S/ JOHN W. STATEN
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John W. Staten
Chief Financial Officer
