<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
VIRAGE LOGIC CORPORATION
--------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 77-0416232
---------------------------------------- ------------------------------------
(State of incorporation or organization) (I.R.S. employer identification no.)
</TABLE>
46501 Landing Parkway, Fremont, California 94538
--------------------------------------------------------------------------------
(Address of principal executive offices)
<TABLE>
<S> <C>
If this form relates to the registration of a class If this form relates to the registration of a class of
of securities pursuant to Section 12(b) of the securities pursuant to Section 12(g) of the Exchange
Exchange Act and is effective pursuant to General Act and is effective pursuant to General Instruction
Instruction A(c), check the following box. [ ] A(d), check the following box. [X]
</TABLE>
Securities Act registration statement file number to which this form relates:
333-36108
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
Name of Each Exchange on
Title of Each Class To Be So Registered Which Each Class Is To Be Registered
--------------------------------------- ------------------------------------
None
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value per share
---------------------------------------------
(Title of Class)
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered
A description of the Common Stock being registered hereunder is set forth
under the caption "Description of Capital Stock" in the Prospectus contained in
the registrant's Registration Statement on Form S-1, File No. 333-36108 as
originally filed with the Securities and Exchange Commission on May 2, 2000 or
as subsequently amended (the "Registration Statement") and is hereby
incorporated by reference in response to this item.
Item 2. Exhibits
The following exhibits are filed as a part of this Registration Statement:
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
1 Amended and Restated Certificate of Incorporation of the
Registrant to be effective upon closing of the Registrant's
initial public offering (incorporated by reference to Exhibit 3.3
to the Registration Statement).
2 Amended and Restated Bylaws of the registrant to be effective
upon closing of the Registrant's initial public offering
(incorporated by reference to Exhibit 3.4 to the Registration
Statement)
3 Restated and Amended Investors' Rights Agreement, among the
Registrant and certain stockholders dated December 3, 1999
(incorporated by reference to Exhibit 4.2 to the Registration
Statement)
</TABLE>
2
<PAGE> 3
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 17, 2000 VIRAGE LOGIC CORPORATION
By: /s/ JAMES R. PEKARSKY
---------------------
James R. Pekarsky
Vice President and
Chief Financial Officer
3
