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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
Somnus Medical Technologies, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware 77-0423465
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(State of Incorporation) (I.R.S. Employer Identification No.)
285 N. Wolfe Road, Sunnyvale, CA 94086
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(Address of principal executive offices) (ZIP Code)
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
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
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
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
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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
Incorporated by reference to pages 48-50 of the Preliminary Prospectus
contained in Amendment No. 1 to Registrant's Registration Statement on
Form S-1 (Commission File No. 333-35401) filed with the Securities and
Exchange Commission on October 16, 1997 (the "S-1 Registration
Statement").
Item 2. Exhibits
The following exhibits are filed as part of this registration
statement:
1.1/1/ Specimen certificate for Registrant's Common Stock.
2.1/2/ Restated Certificate of Incorporation, as amended.
2.2/3/ Form of Amended and Restated Certificate of Incorporation
to be filed after the closing of the offering.
2.3/4/ Bylaws of the Registrant.
2.4/5/ Form of Bylaws to be effective upon the closing of the
Offering.
2.5/6/ Restated Investors' Rights Agreement between the
Registrant and the parties named therein dated as of
April 21, 1997.
/1/ Incorporated by reference to Exhibit 4.1 to the S-1 Registration Statement.
/2/ Incorporated by reference to Exhibit 3.1 to the S-1 Registration Statement.
/3/ Incorporated by reference to Exhibit 3.2 to the S-1 Registration Statement.
/4/ Incorporated by reference to Exhibit 3.4 to the S-1 Registration Statement.
/5/ Incorporated by reference to Exhibit 3.3 to the S-1 Registration Statement.
/6/ Incorporated by reference to Exhibit 10.3 to the S-1 Registration
Statement.
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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.
Dated: October 27, 1997 Somnus Medical Technologies, Inc.
By: /s/ Stuart D. Edwards
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Stuart D. Edwards
President
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Index to Exhibits
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Exhibit
Number Description Page No.
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<S> <C> <C>
1.1/1/ Specimen certificate for Registrant's ____
Common Stock.
2.1/2/ Restated Certificate of Incorporation, ____
as amended.
2.2/3/ Form of Amended and Restated Certificate ____
of Incorporation to be filed after the
closing of the offering.
2.3/4/ Bylaws of the Registrant. ____
2.4/5/ Form of Bylaws to be effective upon the ____
closing of the Offering.
2.5/6/ Restated Investors' Rights Agreement ____
between the Registrant and the parties
named therein dated as of April 21, 1997.
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/1/ Incorporated by reference to Exhibit 4.1 to the S-1 Registration Statement.
/2/ Incorporated by reference to Exhibit 3.1 to the S-1 Registration Statement.
/3/ Incorporated by reference to Exhibit 3.2 to the S-1 Registration Statement.
/4/ Incorporated by reference to Exhibit 3.4 to the S-1 Registration Statement.
/5/ Incorporated by reference to Exhibit 3.3 to the S-1 Registration Statement.
/6/ Incorporated by reference to Exhibit 10.3 to the S-1 Registration
Statement.
