<PAGE>
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
Resonate Inc.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 94-3228496
----------------------------------- -------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
385 Moffett Park Drive, Sunnyvale, California 94089
--------------------------------------------------------------------------------
(Address of principal executive offices) (ZIP Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ X ]
Securities Act registration statement file number to which this form relates (if
applicable): 333-31730
-------------
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
None
_______________________ _________________________________________
_______________________ _________________________________________
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.0001 per share
--------------------------------------------------------------------------------
(Title of class)
--------------------------------------------------------------------------------
(Title of class)
<PAGE>
Information Required in Registration Statement
Item 1. Description of Registrant's Securities to be Registered
Incorporated by reference to the "Description of Capital Stock" section
of the Registrant's preliminary prospectus filed with the Securities
and Exchange Commission on March 3, 2000, as amended on July 10, 2000
and July 24, 2000 (the "Form S-1 Registration Statement").
Item 2. Exhibits
The following exhibits are filed as part of this registration
statement:
3.1(1) Form of Amended and Restated Certificate of Incorporation to
be effective upon the completion of the offering.
3.2(1) Form of Amended and Restated Bylaws to be effective upon the
completion of the offering.
4.1 Specimen Common Stock Certificate (standard form, not
filed).
_______________________
(1) Incorporated by reference to the Registrant's Amended Registration
Statement on Form S-1 (File No. 333-31730), filed on July 10, 2000.
<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.
Dated: July 25, 2000 Resonate Inc.
By: /s/ Kenneth Schroeder
---------------------------------
Kenneth Schroeder
President and Chief Executive Officer
<PAGE>
Index to Exhibits
Exhibit
Number Description
----------- ----------------------------------------------
3.1(1) Form of Amended and Restated Certificate
of Incorporation to be effective upon the
completion of the offering.
3.2(1) Form of Amended and Restated Bylaws to be
effective upon the completion of the offering.
4.1 Specimen Common Stock Certificate (standard
form, not filed).
________________
(1) Incorporated by reference to the Registrant's Amended Registration
Statement on Form S-1 (File No. 333-31730), filed on July 10, 2000.
