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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
Amendment No. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
ROCKSHOX, INC.
(Exact name of Registrant as Specified in its Charter)
DELAWARE 77-039655
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(State of Incorporation or (I.R.S. Employer Identification no.)
Organization)
401 CHARCOT AVENUE
SAN JOSE, CALIFORNIA 95131
(Address of principal executive offices)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent regis-
tration statement under the Securities Act of 1933 pursuant to General Instruc-
tion A(c) (2) please check the following box. [ ]
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, par value $.01 per share
(Title of Class)
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ITEM 1 DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This Registration Statement relates to the registration with the
Securities and Exchange Commission (the "Commission") of shares of common
stock, par value $.01 per share (the "Common Stock"), of the Registrant. The
description of the Common Stock to be registered hereunder is set forth under
the caption "Description of Capital Stock" in the Registrant's Registration
Statement on Form S-1 (No. 333-8069) filed with the Commission on July 12 ,
1996, as amended by Amendments No. 1 and No. 2 thereto filed on August 23,
1996 and September 3, 1996, respectively, and is incorporated herein by
reference.
ITEM 2 EXHIBITS.
The securities described are to be registered on The Nasdaq Stock
Market National Market, on which no other securities of the Registrant are
registered. Accordingly, copies of the following exhibits were filed with
each copy of the Registration Statement on Form 8-A filed with the The Nasdaq
Stock Market National Market:
1. Registrant's Amendment No. 2 to Registration Statement on Form S-1,
filed with the Commission on September 3, 1996;
2. Amended and Restated Certificate of Incorporation of the Registrant;
3. Amended and Restated Bylaws of the Registrant; and
4. Specimen of the Registrant's Common Stock Certificate.
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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.
ROCKSHOX, INC.
By: /s/ Charles E. Noreen Jr.
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Name: Charles E. Noreen Jr.
Title: Chief Financial Officer
Date: September 19, 1996
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