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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF l934
Lexar Media, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 33-0723123
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
47421 Bayside Parkway
Fremont, California 94538
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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 If registration of the class of
this Form relates to the securities pursuant to
registration of a of Section 12(g) of Exchange Act
securities pursuant and is effective pursuant
to Section 12(b) of the to General Instruction A.(d),
Exchange Act and is check the following box. |X|
effective pursuant to
General Instruction A.(c),
check the following
box. [_]
Securities Act registration statement file
number to which this form relates:
333-30556
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Section 12(b) of the Act:
Securities to be registered pursuant to
None
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Securities to be registered pursuant to
Section 12(g) of the Act:
Common Stock, $0.0001 par value per share
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The description of the Common Stock of Registrant set forth
under the caption "Description of Capital Stock" in Registrant's Registration
Statement on Form S-1 (File No. 333-30556) as originally filed with the
Securities and Exchange Commission on February 16, 2000, or as subsequently
amended (the "Registration Statement"), and in the Prospectus included in the
Registration Statement, is hereby incorporated by reference in response to this
item.
Item 2. Exhibits.
The following exhibits are filed herewith or incorporated
herein by reference:
Exhibit
Number Exhibit Title or Description
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3.1 Certificate of Incorporation as filed January 11, 2000
(incorporated by reference to Exhibit 3.1 of
the Registration Statement).
3.2 Form of First Amended and Restated Certificate of
Incorporation to be effective before the closing
of the offering (incorporated by reference to
Exhibit 3.2 of the Registration Statement).
3.3 Form of Second Amended and Restated Certificate
of Incorporation to be effective upon the closing
of the offering (incorporated by reference to
Exhibit 3.3 of the Registration Statement).
3.4 Bylaws (incorporated by reference to Exhibit 3.4 of the
Registration Statement).
3.5 Restated Bylaws to be effective upon the closing of the
offering (incorporated by reference to Exhibit 3.5 of the
Registration Statement).
4.1 Specimen Common Stock Certificate (incorporated by
reference to Exhibit 4.1 of the Registration Statement).
4.2 Investors Rights Agreement dated September 28, 1999, as
amended (incorporated by reference to Exhibit 4.2 of the
Registration Statement).
4.3 Amendment No. 2 to Investors Rights Agreement dated
March 21, 2000 (incorporated by reference to Exhibit 4.3
of the Registration Statement).
4.4 Amendment No. 3 to Investors Rights Agreement dated
May 19, 2000 (incorporated by reference to Exhibit
4.4 of the Registration Statement).
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4.5 Amendment No. 4 to Investors Rights Agreement dated
June 22, 2000 (incorporated by reference to
Exhibit 4.5 of the 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.
Dated: July 21, 2000 Lexar Media, Inc.
By:/s/ Ronald H. Bissinger
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Ronald H. Bissinger
Vice President, Finance and
Chief Financial Officer
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Index to Exhibits
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Exhibit
Number Exhibit Title or Description
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3.1 Certificate of Incorporation as filed January 11, 2000
(incorporated by reference to Exhibit 3.1 of
the Registration Statement).
3.2 Form of First Amended and Restated Certificate of
Incorporation to be effective before the closing
of the offering (incorporated by reference to
Exhibit 3.2 of the Registration Statement).
3.3 Form of Second Amended and Restated Certificate
of Incorporation to be effective upon the closing
of the offering (incorporated by reference to
Exhibit 3.3 of the Registration Statement).
3.4 Bylaws (incorporated by reference to Exhibit 3.4 of the
Registration Statement).
3.5 Restated Bylaws to be effective upon the closing of the
offering (incorporated by reference to Exhibit
3.5 of the Registration Statement).
4.1 Specimen Common Stock Certificate (incorporated by
reference to Exhibit 4.1 of the Registration
Statement).
4.2 Investors Rights Agreement dated September 28, 1999, as
amended (incorporated by reference to Exhibit 4.2 of the
Registration Statement).
4.3 Amendment No. 2 to Investors Rights Agreement dated
March 21, 2000 (incorporated by reference to
Exhibit 4.3 of the Registration Statement).
4.4 Amendment No. 3 to Investors Rights Agreement dated May 19,
2000 (incorporated by reference to Exhibit 4.4 of the
Registration Statement).
4.5 Amendment No. 4 to Investors Rights Agreement
dated June 22, 2000 (incorporated by reference to
Exhibit 4.5 of the Registration Statement).
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