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As filed with the Securities and Exchange Commission on April 21, 2000
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)
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<S> <C>
Delaware 91-1673152
(State of incorporation or organization) (IRS Employer
Identification No.)
10735 Willows Road NE 98052
Redmond, WA (Zip Code)
(Address of principal executive offices)
If this form relates to the registration of a class of If this form relates to the registration of a
securities pursuant to Section 12(b) of the Exchange class of securities pursuant to Section 12(g) of
Act and is effective pursuant to General Instruction the Exchange Act and is effective pursuant to
A.(c), check the following box. [ ] General Instruction A.(d), check the following
box. [X]
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Securities Act registration statement file number to which this form relates:
333-30568 (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which
to be so registered each class is to be registered
- ------------------------------------------------------------ ---------------------------------------------------
None 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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Item 1. Description of Registrant's Securities to be Registered
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Incorporated by reference to the information set forth under the
caption "Description of Capital Stock" in the Registrant's Registration
Statement on Form S-1 (SEC File No. 333-30568) filed via EDGAR on February 17,
2000 (the "Form S-1 Registration Statement").
Item 2. Exhibits
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The following exhibits are filed as a part of this Registration
Statement:
1.1 Specimen certificate for Registrant's Common Stock --
incorporated herein by reference to Exhibit 4.1 to the Form
S-1 Registration Statement.
2.1 Sixth Amended and Restated Certificate of Incorporation --
incorporated herein by reference to Exhibit 3.3 to the Form
S-1 Registration Statement.
2.2 Form of Seventh Amended and Restated Certificate of
Incorporation to be filed with the Delaware Secretary of
State upon the completion of the offering -- incorporated
herein by reference to Exhibit 3.4 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 Fifth Amended and Restated Investor's Rights Agreement dated
April 28, 1999 between the Registrant and certain holders of
the Registrant's securities -- incorporated herein by
reference to Exhibit 10.7 to the Form 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.
Date: April 21, 2000 Metawave Communications Corporation
By: /s/ Kathryn Surace-Smith
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Kathryn Surace-Smith,
Secretary and General Counsel
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INDEX TO EXHIBITS
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Exhibit No. Description
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1.1 Specimen certificate for Registrant's Common Stock -- incorporated herein by
reference to Exhibit 4.1 to the Form S-1 Registration Statement.
2.1 Sixth Amended and Restated Certificate of Incorporation -- incorporated herein by
reference to Exhibit 3.3 to the Form S-1 Registration Statement.
2.2 Form of Seventh Amended and Restated Certificate of Incorporation to be filed with
the Delaware Secretary of State upon the completion of the offering -- incorporated
herein by reference to Exhibit 3.4 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 Fifth Amended and Restated Investor's Rights Agreement dated April 28, 1999 between
the Registrant and certain holders of the Registrant's securities -- incorporated
herein by reference to Exhibit 10.7 to the Form S-1 Registration Statement.
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