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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Clarent Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 77-0433687
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
700 Chesapeake Drive, Redwood City, California 94063
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(Address of principal executive office) (Zip code)
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 number to which this form
relates: 333-76051
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(if applicable)
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Item 1. Description of Registrant's Securities to be Registered.
A description of the Common Stock to be registered hereunder is contained
in the section entitled "Description of Capital Stock," commencing at page 58 of
the Prospectus included in the Registrant's Form S-1 Registration Statement, as
amended (No. 333-76051), initially filed with the Securities and Exchange
Commission on April 9, 1999 and is incorporated herein by reference.
Item 2. Exhibits.
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Exhibit
Number Description
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3.1 Certificate of Incorporation of the Registrant as currently in
effect. 1
3.2 Form of Amended and Restated Certificate of Incorporation to be filed
upon the completion of this offering. 1
3.3 Bylaws of the Registrant. 1
4.1 Specimen Common Stock Certificate. 1
4.2 Amended and Restated Investor Rights Agreement, dated June 11, 1998
(as amended December 7, 1998 and April 8, 1999). 1
4.3 Founder Stock Purchase Agreement, dated July 2, 1996. 1
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1 Filed as an exhibit to the Registration Statement and incorporated herein by
reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Clarent Corporation
Date: June 18, 1999 /s/ Richard J. Heaps
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Richard J. Heaps
Chief Operating Officer, Chief Financial
Officer, General Counsel and Secretary
