<PAGE> 1
As filed with the Securities and Exchange Commission on _______, ____
Total Number of Pages - _
Index to Exhibits at Page - _
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
UNWIRED PLANET, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 94-3219054
(State of incorporation or organization) (IRS Employer
Identification No.)
800 Chesapeake Drive
Redwood City, CA 94063
(Address of principal executive offices) (Zip Code)
</TABLE>
<TABLE>
<S> <C>
If this form relates to the registration of If this form relates to the registration
a class of securities pursuant to Section of a class of securities pursuant to
12(b) of the Exchange Act and is effective Section 12(g) of the Exchange Act and is
pursuant to General Instruction A.(c), effective pursuant to General Instruction
check the following box. [ ] A.(d), check the following box. [X]
</TABLE>
Securities Act registration statement file number to
which this form relates: 333-75219 (if applicable)
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 $.001 per share
-----------------------------------------------------------------
(Title of Class)
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered
Incorporated by reference to the information set forth under the caption
"Description of Capital Stock" in the Registrant's Registration Statement on
Form S-1 (SEC File No. 333-75219) (the "Form S-1 Registration Statement").
Item 2. Exhibits
The following exhibits are filed as a part of this Registration Statement:
<TABLE>
<S> <C>
1.* Specimen certificate for Registrant's Common Stock
-- incorporated herein by reference to Exhibit 4.1
to the Form S-1 Registration Statement.
2.1 Amended and Restated Certificate of Incorporation
-- incorporated herein by reference to Exhibit 3.1
to the Form S-1 Registration Statement.
2.2 Form of Amended and Restated Certificate of Incorporation, to be
filed with the Delaware Secretary of State -- incorporated herein
by reference to Exhibit 3.2 to the Form S-1 Registration
Statement.
2.3 Amended and Restated Bylaws -- incorporated herein
by reference to Exhibit 3.3 to the Form S-1
Registration Statement.
2.4 Fourth Amended and Restated Investor Rights
Agreement dated March 12, 1999 between the
Registrant and certain holders of the Registrant's
securities -- incorporated herein by reference to
Exhibit 10.6 to the Form S-1 Registration
Statement.
</TABLE>
- -----------
*To be filed by amendment.
<PAGE> 3
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.
Date: 4/1/99 UNWIRED PLANET, INC.
By: /s/ Alan Black
-----------------------------------
Alan Black, Chief Financial Officer
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
----------- ----------- -------------
<S> <C> <C>
1.* Specimen certificate for Registrant's Common Incorporated
Stock -- incorporated herein by reference to by reference
Exhibit 4.1 to the Form S-1 Registration
Statement.
2.1 Amended and Restated Certificate of Incorporated
Incorporation-- incorporated herein by by reference
reference to Exhibit 3.1 to the Form S-1
Registration Statement.
2.2 Form of Amended and Restated Certificate of Incorporated
Incorporation, to be filed with the Delaware by reference
Secretary of State-- incorporated
herein by reference to Exhibit 3.2 to the
Form S-1 Registration Statement.
2.3 Amended and Restated Bylaws -- incorporated Incorporated
herein by reference to Exhibit 3.3 to the by reference
Form S-1 Registration Statement.
2.4 Fourth Amended and Restated Investor Rights Incorporated
Agreement dated March 12, 1999 between the by reference
Registrant and certain holders of the
Registrant's securities-- incorporated herein
by reference to Exhibit 10.6 to the Form S-1
Registration Statement.
</TABLE>
- -----------
*To be filed by amendment.
