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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 (g) of the
Securities Exchange Act of 1934
TRIPATH TECHNOLOGY INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 77-0407364
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
3900 FREEDOM CIRCLE
SANTA CLARA, CALIFORNIA 95054
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. / /
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. / /
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective upon filing
pursuant to General Instruction A.(c), 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), check the following box. / X /
Securities Act registration statement file number
to which this form relates : 333-35028
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
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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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
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Incorporated by reference to the information contained in the
sections titled "Description of Capital Stock" and "Shares
Eligible for Future Sale" contained in Registrant's Registration
Statement on Form S-1 filed with the Securities and Exchange
Commission on April 18, 2000 (File No. 333-35028) (the "S-1
Registration Statement").
Item 2. Exhibits
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The following exhibits are filed as a part of this Registration
Statement:
Exhibit
Number Description of Document
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3.1* Form of Restated Certificate of Incorporation of
the Registrant (Delaware) to be effective upon closing
of the offering.
3.2* Form of Bylaws of the Registrant (Delaware).
4.1* Form of Registrant's Common Stock Certificate.
10.6* Second Amended and Restated Shareholder Rights Agreement
between the Registrant and certain stockholders, dated
September 15, 1998.
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* Incorporated by reference to Exhibits of the same number to the 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: July 19, 2000 Tripath Technology Inc.
By: /s/ John J. DiPietro
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John J. DiPietro
Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit
Number Description of Document
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3.1* Form of Restated Certificate of Incorporation of the
Registrant (Delaware) to be effective upon closing of the
offering.
3.2* Form of Bylaws of the Registrant (Delaware).
4.1* Form of Registrant's Common Stock Certificate.
10.6* Second Amended and Restated Shareholder Rights Agreement
between the Registrant and certain stockholders, dated
September 15, 1998.
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* Incorporated by reference to Exhibits of the same number to the S-1
Registration Statement.
