ARROWPOINT COMMUNICATIONS INC
8-A12G, 2000-02-16
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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<PAGE>   1
                       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



                         ArrowPoint Communications, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        Delaware                                                 04-3364184
- ------------------------                                     -------------------
(State of incorporation                                         (IRS Employer
    or organization)                                         Identification No.)


                    50 Nagog Park, Acton, Massachusetts   01720
               ---------------------------------------------------
               (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:

                                   333-95509
                                 ---------------
                                 (If applicable)

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
    -------------------                         ------------------------------

Securities to be registered pursuant to Section 12(g) of the Act:

                    Common Stock, $0.001 par value per share
                    ----------------------------------------
                                 (Title of Class)



<PAGE>   2

Item 1:  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

The description under the heading "Description of Capital Stock" relating to the
Registrant's Common Stock, $.001 par value per share, in the Prospectus included
in the Registrant's Registration Statement on Form S-1 filed with the Securities
and Exchange Commission (the "Registration Statement on Form S-1") (File No.
333-95509) is incorporated herein by reference.

Item 2:  EXHIBITS.

The following exhibits are filed herewith (or incorporated by reference as
indicated below):

     1.   Certificate of Incorporation of the Registrant, as amended,
          incorporated by reference to Exhibit 3.01 to the Company's
          Registration Statement on Form S-1.

     2.   Form of Certificate of Amendment to Certificate of Incorporation of
          the Registrant, incorporated by reference to Exhibit 3.02 to the
          Company's Registration Statement on Form S-1.

     3.   Form of Amended and Restated Certificate of Incorporation of the
          Registrant, incorporated by reference to Exhibit 3.03 to the Company's
          Registration Statement on Form S-1.

     4.   Amended and Restated Bylaws of the Registrant, incorporated by
          reference to Exhibit 3.04 to the Company's Registration Statement on
          Form S-1.


                                    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.


                                      ArrowPoint Communications, Inc.


                                      By: /s/ Cynthia M. Deysher
                                          -------------------------------------
                                          Cynthia M. Deysher
                                          Vice President Operations,
                                          Chief Financial Officer and Treasurer


February 16, 2000









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