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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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NEWCOM, INC.
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(Exact name of registrant as specified
in its charter)
Delaware 95-4485355
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(State of incorporation) (I.R.S. Employer
or organization) Identification No.)
31166 Via Colinas, Westlake Village, California 91362
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(Address of principal executive offices) (Zip Code)
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
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Units, each Unit consisting of one share of
Common Stock, par value $.001 per share,
and one Common Stock Purchase Warrant
Common Stock, $0.001 par value per share
Common Stock Purchase Warrants
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
In response to this item, incorporated by reference is the description
of the Units, Common Stock, and Warrants (collectively, the "Securities"), of
Newcom, Inc. (the "Registrant") contained under the caption "Description of
Securities" in the Prospectus (Subject to Completion) dated July 16, 1997, as
amended to date, that forms a part of the Registrant's Registration Statement on
Form S-1 (the "Registration Statement") (File No. 333-31431).
Item 2. Exhibits.
The following exhibits are filed as a part of this Registration
Statement:
1. Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3(i).1 to the Registration Statement).
2. Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3(i).2 to the Registration
Statement).
3. Bylaws of the Registrant, as amended (incorporated by reference to
Exhibit 3(ii) to the Registration Statement).
4. Form of stock certificate for Common Stock of Registrant
(incorporated herein by reference to Exhibit 4.1 of the Registration
Statement).
5. Form of Redeemable Common Stock Purchase Warrant (incorporated by
reference to Exhibit 4.2 to the Registration Statement).
6. Form of Representative's Warrant (incorporated by reference to
Exhibit 4.3 to the Registration Statement).
7. Form of Underwriting Agreement (incorporated by reference to Exhibit
1.1 to the Registration Statement).
8. Form of Registration Rights Agreement between NewCom, Inc. and Aura
Systems, Inc. (incorporated by reference to Exhibit 10.7 to the
Registration Statement).
9. Form of Redemption Option Agreement between NewCom, Inc. and Aura
Systems, Inc. (incorporated by reference to Exhibit 10.5 to the
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: September 15, 1997.
NewCom, Inc.
By /s/ SULTAN KHAN
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Sultan W. Khan
Chief Executive Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------- ------- ------------
<S> <C> <C>
1. Certificate of Incorporation of the Registrant
(Incorporated by reference to Exhibit 3(i).1 to
the Registration Statement).
2. Amended and Restated Certificate of Incorporation
of the Registrant (incorporated by reference to
Exhibit 3(i).2 to the Registration Statement).
3. Bylaws of the Registrant, as amended (incorporated
by reference to Exhibit 3(ii) to the Registration
Statement.
4. Form of stock certificate for Common Stock of
Registrant (incorporated herein by reference to
Exhibit 4.1 of the Registration Statement).
5. Form of Redeemable Common Stock Purchase Warrant
(incorporated by reference to Exhibit 4.2 to the
Registration Statement).
6. Form of Representative's Warrant (incorporated
by reference to Exhibit 4.3 to the Registration
Statement).
7. Underwriting Agreement (incorporated by reference
to Exhibit 1.1 to the Registration Statement).
8. Form of Registration Rights Agreement between NewCom,
Inc. and Aura Systems, Inc. (incorporated by reference
to Exhibit 10.7 to the Registration Statement).
9. Form of Redemption Option Agreement between NewCom,
Inc. and Aura Systems, Inc. (incorporated by
reference to Exhibit 10.5 to the Registration
Statement).
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