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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
Wireless Facilities, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3818604
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(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
9805 Scranton Rd., Ste. 100, San Diego, California 92121
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(Address of principal executive offices) (Zip code)
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If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section class of securities pursuant to Section 12(g)
12(b) of the Exchange Act and is effective of the Exchange Act and is effective pursuant
upon filing pursuant to General Instruction to General Instruction A.(d), check the
A.(c), check the following box. [_] following box. [X]
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Securities Act registration statement number to which this form
relates: 333-85515
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(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to Name of Each Exchange on Which
be so Registered Each Class is to be Registered
None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
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(Title of class)
1.
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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 52 of
the Prospectus included in the Registrant's Registration Statement on Form S-1,
No 333-85515, filed with the Securities and Exchange Commission (the
"Commission") on August 18, 1999 and is incorporated herein by reference.
ITEM 2. EXHIBITS.
Exhibit
Number Description
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3.1 Amended and Restated Certificate of Incorporation of Registrant,
as currently in effect (1)
3.2 Form of Restated Certificate of Incorporation of Registrant, to
be filed and become effective prior to the closing of the
Registrant's initial public offering. (1)
3.3 Restated Certificate of Incorporation of Registrant, to be filed
and become effective upon the closing of the Registrant's initial
public offering (1)
3.4 Bylaws of the Registrant, as currently in effect (1)
3.5 Form of Bylaws of the Registrant, as amended, to become effective
upon the closing of the Registrant's initial public offering (1)
3.6 Specimen Stock Certificate (1)
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(1) Filed with the Commission as an exhibit to Registrant's Registration
Statement on Form S-1, No. 333-85515, as amended, and incorporated herein
by reference.
2.
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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.
WIRELESS FACILITIES, INC.
Date: September 3, 1999 By: /s/ Thomas A. Munro
Thomas A. Munro
Chief Financial Officer
3.
