<PAGE>
As filed with the Securities and Exchange Commission on July 22, 1997
Registration No. -
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-A
FOR REGISTRATION OF CERTAIN
CLASSES OF SECURITIES PURSUANT
TO SECTION 12(b) OR 12(g) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
________________________________________
CORSAIR COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 77-0390406
---------------- ----------------
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
3408 HILLVIEW AVENUE
PALO ALTO, CALIFORNIA 94304
(Address of Principal Executive Office) (Zip Code)
<TABLE>
<S> <C>
If this form relates to the registration of a class If this form relates to the registration of a class
of debt securities and is effective upon filing of debt securities and is to become effective
pursuant to General Instruction A(c)(1) please simultaneously with the effectiveness of a
check the following box. [ ] concurrent registration statement under the
Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following
box. [ ]
</TABLE>
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
------------------- ------------------------------
Not Applicable Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
- --------------------------------------------------------------------------------
(Title of class)
- --------------------------------------------------------------------------------
(Title of class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
See "Description of Capital Stock" in the Company's Registration
Statement on Form S-1 (Registration No. 333-28519) filed with the
Securities and Exchange Commission (the "Commission") on June 4, 1997
and any amendments to the Registration Statement made prior to the
effective date (collectively, the "Registration Statement"), each of
which is hereby incorporated herein by reference. The form of
Prospectus filed by the registrant pursuant to Rule 424(b) promulgated
under the Securities Act of 1933, as amended, shall be deemed to be
incorporated by reference into the Registration Statement.
ITEM 2. EXHIBITS.*
1. Amended and Restated Certificate of Incorporation of the Company,
filed as Exhibit 3.1 to the Company's Registration Statement.
2. Form of Amended and Restated Certificate of Incorporation of the
Company to become effective immediately prior to the Offering,
filed as Exhibit 3.2 to the Company's Registration Statement.
3. Bylaws of the Company, as amended, filed as Exhibit 3.3 to the
Company's Registration Statement.
4. Form of Restated Bylaws of the Company to be effective upon
completion of the Offering, filed as Exhibit 3.4 to the Company's
Registration Statement.
5. Form of Certificate for Common Stock, filed as Exhibit 4.1 to the
Company's Registration Statement.
* Pursuant to Instruction II, each exhibit listed in this Item 2 is
being simultaneously filed with copies of this Registration Statement
on Form 8-A filed with The Nasdaq Stock Market and shall not be deemed
to be filed with or incorporated by reference in (except to the extent
noted in Item 1 above) copies of this Registration Statement on Form
8-A filed with the Commission. Each exhibit listed in this Item 2 was
previously filed with the Commission as an exhibit to the Registration
Statement.
2.
<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.
CORSAIR COMMUNICATIONS, INC.
Date: July 22, 1997 By: /s/ Mary Ann Byrnes
---------------------------------------
Mary Ann Byrnes,
President and Chief Executive Officer
3.
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Exhibit*
- ------- -------
1. Amended and Restated Certificate of Incorporation of the Company,
filed as Exhibit 3.1 to the Company's Registration Statement.
2. Form of Amended and Restated Certificate of Incorporation of the
Company to become effective immediately prior to the Offering, filed
as Exhibit 3.2 to the Company's Registration Statement.
3. Bylaws of the Company, as amended, filed as Exhibit 3.3 to the
Company's Registration Statement.
4. Form of Restated Bylaws of the Company to be effective upon
completion of the Offering, filed as Exhibit 3.4 to the Company's
Registration Statement.
5. Form of Certificate for Common Stock, filed as Exhibit 4.1 to the
Company's Registration Statement.
* Pursuant to Instruction II, each exhibit listed above is being simultaneously
filed with copies of this Registration Statement on Form 8-A filed with The
Nasdaq Stock Market and shall not be deemed to be filed with or incorporated
by reference in (except to the extent noted in Item 1 above) copies of this
Registration Statement on Form 8-A filed with the Commission. Each exhibit
listed above was previously filed with the Commission as an exhibit to the
Registration Statement.
