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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 1934
MIPS TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 77-0322161
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1225 Charleston Road
Mountain View, CA 94043-1353
(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 securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. [_] following box. [X]
Securities Act registration statement file number to which this form relates:
333-5063
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
(Title of Class)
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CLASS B COMMON STOCK, PAR VALUE $0.001 PER SHARE
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Item 1: Description of Registrant's Securities to be Registered
The description under the heading "Description of Capital Stock"
relating to the Registrant's Class B Common Stock, $0.001 par value per share in
the Prospectus included in the Registrant's Registration Statement on Form S-1
(Registration No. 333-5063) (the "Registration Statement on Form S-1") filed
with the Securities and Exchange Commission on February 22, 1999, as amended,
and the description under the heading "Description of Capital Stock" relating to
the Class B Common Stock in the Registrant's final Prospectus filed with the
Securities and Exchange Commission on May 17, 1999, pursuant to Rule 424(b)
under the Securities Act of 1933, as amended, are incorporated herein by
reference.
Item 2: Exhibits
The following exhibits have been filed with the Securities and
Exchange Commission:
1. Amended and Restated Certificate of Incorporation of the Registrant,
incorporated by reference to Exhibit 3.1 of the Registration Statement
on Form S-1.
2. Amended and Restated By-laws of the Registrant, incorporated by
reference to Exhibit 3.2 of the Registration Statement on Form S-1.
4.1 Form of Class B Common Stock Certificate.
2
<PAGE>
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.
MIPS TECHNOLOGIES, INC.
By: /s/ Kevin C. Eichler
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Name: Kevin C. Eichler
Title: Chief Financial Officer
Date: May 26, 2000
EXHIBIT INDEX
Exhibit No.
1. Amended and Restated Certificate of Incorporation of the Registrant,
incorporated by reference to Exhibit 3.1 of the Registration Statement on
Form S-1.
2. Amended and Restated By-laws of the Registrant, incorporated by reference
to Exhibit 3.2 of the Registration Statement on Form S-1.
4.1 Form of Class B Common Stock Certificate.
3
MIPS
TECHNOLOGIES INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFICATE IS TRANSFERABLE CLASS B COMMON STOCK
IN BOSTON, MA. OR NEW YORK, NY CUSIP 604567 20 6
[GRAPHIC OMITTED]
FULLY PAID AND ASSESSABLE SHARES OF THE CLASS B STOCK, $0.001 PAR VALUE OF
MIPS Technologies, Inc.
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid unless countersigned and registered by the Transfer Agent and
Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
CERTIFICATE OF STOCK
Dated:
__________________________
Secretary [SEAL OF CORPORATION]
_____________________________________
President and Chief Executive Officer
Countersigned and Registered
FLEET NATIONAL BANK
Transfer Agent and Registrar
By: ___________________________________
Authorized Officer
<PAGE>
MIPS Technologies, Inc.
The statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights as established, from time to time, by the Certificate of
Incorporation and by any certificate of desigantion, and the number of shares
constituting each class and series and the designations thereof, may be obtained
by the holder hereof upon request and without charge from the Corporation at its
principal office.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entirities
JT TEN -- as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT -- ______________________, Custodian _______________________
(Cust) (Minor)
Under Uniform Gifts to Minors Act ________________________
(State)
UNIF TRF MIN ACT -- ______________________, Custodian (until age)_____________
(Cust)
______________________ under Uniform Transfers
to Minors Act ________________________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED,________________________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
__________________________________
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)
_______________________________________________________________________________
_______________________________________________________________________________
__________________________________________________________________________Shares
of the Class B common stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint
______________________________________________________________________ Attorney
to transfer the said stock on the books of the within name Corporation with
full power of substitution in the premises.
Dated_____________________
_____________________________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
By_________________________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOICATIONS AND CREDIT UNIONS WITH MEMBER-
SHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO SEC RULE 17Ad-15.
