SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
LARSCOM INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 94-2362692
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
4600 Patrick Henry Drive
Santa Clara, California 95054
(408) 988-6600
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
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Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which each class is to be
to be so registered registered
Not Applicable Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock, par value $.01 per share
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The information required by this item describing the Class A Common
Stock, par value $.01 per share, of Larscom Incorporated is incorporate by
reference to the Registration Statement on Form S-1 (Registration No. 333-14001)
in respect of the Class A Common Stock filed on October 11, 1996, including the
section thereof captioned "Description of Capital Stock."
Item 2. Exhibits.
The securities described herein are to be registered pursuant to
Section 12(g) of the Act, and with Nasdaq National Market. Accordingly, pursuant
to Part I of the Instructions as to Exhibits to Form 8-A, these Exhibits will be
filed with NASDAQ, but not with the Commission.
6.1 Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 of the Company's Registration Statement on Form S-1 in
respect of the Class A Common Stock filed on October 11, 1996).
6.2 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.2 of the Company's Registration
Statement on Form S-1 in respect of the Class A Common Stock filed on October
11, 1996).
6.3 By-laws of the Company (incorporated by reference to Exhibit 3.3
of the Company's Registration Statement on Form S-1 in respect of the Class A
Common Stock filed on October 11, 1996).
6.4 Amended By-laws of the Company (incorporated by reference to
Exhibit 3.4 of the Company's Registration Statement on Form S-1 in respect of
the Class A Common Stock filed on October 11, 1996).
6.5 Proposed form of Registration Rights Agreement by and between Axel
Johnson Inc. and the Company (incorporated by reference to Exhibit 10.9 of the
Company's Registration Statement on Form S-1 in respect of the Class A Common
Stock filed on October 11, 1996).
7.1 Form of Certificate for Class A Common Stock, par value $.01 per
share (to be filed by amendment).
<PAGE>
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.
LARSCOM INCORPORATED
By:
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Name: Deborah M. Soon
Title: President and Chief
Executive Officer
Date: October 11, 1996
