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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
TURNSTONE SYSTEMS, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 77-047640
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(State of incorporation or organization) (IRS Employer I.D. No.)
274 Ferguson Drive, Mountain View, California 94043
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Address of principal executive offices Zip Code
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section 12(b) securities pursuant to
of the Exchange Act and is effective Section 12(g) of the Exchange Act
pursuant to General and is effective pursuant to
Instruction A.(c), please check the General Instruction A.(d), please
following box. [ ] check the following box. [X]
Securities Act registration statement file number to which this form relates (if
applicable): 333-91427
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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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $.001 par value per share
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(Title of Class)
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Item 1. Description of Registrant Securities to be Registered
The class of securities to be registered hereunder is Common Stock,
$0.001 par value per share, of the Registrant. The description of capital stock
set forth under the caption "Description of Capital Stock" in the Prospectus
included in the Registration Statement on Form S-1 (File No. 333-91427) (the
"S-1 Registration Statement"), originally filed with the Securities and Exchange
Commission by the Registrant on November 22, 1999 and subsequently amended, is
incorporated herein by reference.
Item 2. Exhibits
The following exhibits are filed as a part of this registration
statement:
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Number Exhibit Title
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1.1 (a) Specimen certificate for the Registrant's Common Stock;
2.1A (b) Amended and Restated Certificate of Incorporation of the
Registrant, as currently in effect;
2.1B (c) Amended and Restated Certificate to be in effect after the
closing of the offering made under the S-1 Registration
Statement;
2.2 (d) Bylaws of the Registrant, as amended through the date hereof
and as currently in effect;
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(a) Incorporated by reference to Exhibit 4.1 to the Registrant's S-1
Registration Statement.
(b) Incorporated by reference to Exhibit 3.1(A) to the Registrant's S-1
Registration Statement.
(c) Incorporated by reference to Exhibit 3.1B to the Registrant's S-1
Registration Statement.
(d) Incorporated by reference to Exhibit 3.2(A) to the Registrant's S-1
Registration Statement.
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: January 11, 2000 TURNSTONE SYSTEMS, INC.
By: /s/ M. Denise Savoie
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M. Denise Savoie
Chief Financial Officer, Vice President,
Business Operations and Assistant
Secretary
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Index to Exhibits
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<S> <C> <C>
Incorporated
1.1 Specimen Certificate of the Registrant's Common Stock............. by Reference
2.1A Amended and Restated Certificate of Incorporation, Incorporated
as currently in effect............................................ by Reference
2.1B Amended and Restated Certificate of Incorporation to be in
effect after the closing of the offering made under the S-1 Incorporated
Registration Statement............................................ by Reference
2.2 Amended and Restated Bylaws of the Registrant, Incorporated
as currently in effect............................................ by Reference
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