<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
COSINE COMMUNICATIONS, INC.
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 94-3280301
---------------------------------------- ------------------------------------
(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>
3200 BRIDGE PARKWAY REDWOOD CITY, CALIFORNIA 94065
--------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective 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: 333-35938
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
------------------- ------------------------------
<S> <C>
NONE NONE
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.0001
------------------------------
(Title of Class)
<PAGE> 2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED Incorporated by
reference to the information contained in the section titled
"Description of Capital Stock" in the Prospectus included in the
Registrant's Registration Statement on Form S-1 (file number
333-35938), as originally filed or subsequently amended (the
"Registration Statement on Form S-1"), which Registration Statement on
Form S-1 was originally filed with the Securities and Exchange
Commission on April 28, 2000.
ITEM 2. EXHIBITS
The following exhibits are filed as part of this registration statement:
3.1* First Amended and Restated Certificate of Incorporation of the
Registrant.
3.2** Second Amended and Restated Certificate of Incorporation to be filed
upon the closing of the offering made pursuant to the Registration
Statement on Form S-1.
3.3** Amended and Restated Bylaws of the Registrant.
4.1* Form of Registrant's Common Stock Certificate.
-----------------------
* Incorporated by reference to the corresponding exhibit filed with the
Registration Statement on Form S-1.
** Previously filed
2
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment No. 1 to Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
Date: September 14, 2000 COSINE COMMUNICATIONS, INC.
By: /s/ Dean Hamilton
-------------------------------
Dean Hamilton
President and Chief Executive Officer
3
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Exhibit
----------- -------
<S> <C>
3.1* First Amended and Restated Certificate of Incorporation of the
Registrant.
3.2** Second Amended and Restated Certificate of Incorporation to be filed
upon the closing of the offering made pursuant to the Registrant's
Registration Statement on Form S-1.
3.3** Amended and Restated Bylaws of the Registrant.
4.1* Form of Registrant's Common Stock Certificate.
</TABLE>
-----------------------
* Incorporated by reference to the corresponding exhibit filed with the
Registration Statement on Form S-1 (File No. 333-35938), as originally
filed or subsequently amended (the "Registration Statement on Form S-1"),
which Registration Statement on Form S-1 was originally filed with the
Securities and Exchange Commission on April 28, 2000.
** Previously filed.
4
