<PAGE>
As filed with the Securities and Exchange Commission on July 22, 1998
Total Number of Pages - 4
Index to Exhibits at Page - 4
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
METAWAVE COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 91-1673152
(State of incorporation or organization) (IRS Employer
Identification No.)
10735 WILLOWS ROAD NE
P.O. BOX 97069
REDMOND, WA 98073-9769
(Address of principal executive offices) (Zip Code)
<TABLE>
<S> <C>
If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section 12(b) class of securities pursuant to Section
of the Exchange Act and is effective 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(c), pursuant to General Instruction A.(d),
check the following box. [_] check the following box. [_]
</TABLE>
Securities Act registration statement file number to which this form relates:
---------- (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
None None
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.0001 PAR VALUE PER SHARE
------------------------------------------------------------
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
-------------------------------------------------------
Incorporated by reference to the information set forth under the
caption "Description of Securities" in the Registrant's Registration Statement
on Form S-1 (SEC File No. 333-___________) originally filed with the Securities
and Exchange Commission on July 22, 1998 (the "Form S-1 Registration
---------------------
Statement").
- ---------
Item 2. Exhibits
--------
The following exhibits are filed as a part of this Registration
Statement:
2.1 Amended and Restated Certificate of Incorporation --
incorporated herein by reference to Exhibit 3.1 to the
Form S-1 Registration Statement.
2.2 Form of Amended and Restated Certificate of Incorporation
to be filed with the Delaware Secretary of State--
incorporated herein by reference to Exhibit 3.3 to the
Form S-1 Registration Statement.
2.3 Bylaws -- incorporated herein by reference to Exhibit 3.2
to the Form S-1 Registration Statement.
2.4 Third Amended and Restated Investors' Rights Agreement
dated as of August 6, 1997 by and among the Registrant and
certain holders of Registrant's capital stock--
incorporated herein by reference to Exhibit 10.6 to the
Form S-1 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.
Date: July 22, 1998 METAWAVE COMMUNICATIONS
CORPORATION
By: /s/ Vito E. Palermo
-----------------------------------------
Vito E. Palermo
Senior Vice President,
Chief Financial Officer and Secretary
-3-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
------------
Exhibit No. Description Numbered Page
----------- ----------- -------------
<C> <S> <C>
2.1 Amended and Restated Certificate of Incorporation Incorporated by
-- incorporated herein by reference to Exhibit reference
3.1 to the Form S-1 Registration Statement.
2.2 Form of Amended and Restated Certificate of Incorporated by
Incorporation -- incorporated herein by reference reference
to Exhibit 3.3 to the Form S-1 Registration
Statement.
2.3 Bylaws -- incorporated herein by reference to Incorporated by
Exhibit 3.2 to the Form S-1 Registration reference
Statement.
2.4 Third Amended and Restated Investors' Rights Incorporated by
Agreement dated as of August 6, 1997 by and among reference
the Registrant and certain holders of
Registrant's capital stock-- incorporated herein
by reference to Exhibit 10.6 to the Form S-1
Registration Statement.
</TABLE>
-4-
