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As filed with the Securities and Exchange Commission on April 16, 1999
Total Number of Pages - 4
Index to Exhibits at Page - 4
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
RAMP NETWORKS, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0366874
(State of incorporation or organization) (IRS Employer
Identification No.)
3100 De La Cruz Boulevard, Santa Clara, CA 94504
(Address of principal executive offices) (Zip Code)
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If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act and is Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction effective pursuant to General Instruction
A.(c), check the following box. [ ] A.(d), check the following box. [X]
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Securities Act registration statement file number to which this form relates:
__________ (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common stock, par value $0.001
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
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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-___________) (the "Form S-1 Registration
---------------------
Statement").
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Item 2. Exhibits
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The following exhibits are filed as a part of this Registration
Statement:
1.* Specimen Certificate for Registrant's Common Stock --
incorporated herein by reference to Exhibit 4.1 to the Form
S-1 Registration Statement.
2. Amended and Restated Articles of Incorporation --
incorporated herein by reference to Exhibit 3.1 to the Form
S-1 Registration Statement.
3. Certificate of Amendment of Articles of Incorporation --
incorporated herein by reference to Exhibit 3.2 to the Form
S-1 Registration Statement.
4. Form of Certificate of Incorporation to be filed with the
Delaware Secretary of State upon the Registrant's
reincorporation in Delaware -- incorporated herein by
reference to Exhibit 3.3 to the Form S-1 Registration
Statement.
5. Form of Amended and Restated Certificate of Incorporation
to be filed with the Delaware Secretary of State upon the
completion of this offering -- incorporated herein by
reference to Exhibit 3.4 to the Form S-1 Registration
Statement.
6. Bylaws -- incorporated herein by reference to Exhibit 3.5
to the Form S-1 Registration Statement.
7. Form of Amended and Restated Bylaws to be adopted and
effective upon the completion of this offering --
incorporated herein by reference to Exhibit 3.6 to the Form
S-1 Registration Statement.
8. Fourth Amended and Restated Investor's Rights Agreement
dated October 30, 1997 between the Registrant and certain
holders of the Registrant's securities -- incorporated
herein by reference to Exhibit 4.2 to the Form S-1
Registration Statement.
* To be filed by amendment.
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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: April 16, 1999 RAMP NETWORKS, INC.
By: /s/ Mahesh Veerina
---------------------------------
Mahesh Veerina, President and CEO
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<PAGE>
INDEX TO EXHIBITS
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Sequentially
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Exhibit No. Description Numbered Page
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1.* Specimen certificate for Registrant's Common Incorporated by
Stock. reference
2. Amended and Restated Articles of Incorporation. Incorporated by
reference
3. Certificate of Amendment of Articles of Incorporated by
Incorporation. reference
4. Form of Certificate of Incorporation to be filed Incorporated by
with the Delaware Secretary of State upon the reference
Registrant's reincorporation in Delaware.
5. Form of Amended and Restated Certificate of Incorporated by
Incorporation to be filed with the Delaware reference
Secretary of State upon the completion of this
offering.
6. Bylaws. Incorporated by
reference
7. Form of Amended and Restated Bylaws to be adopted Incorporated by
and effective upon the completion of this reference
offering.
8. Fourth Amended and Restated Investor's Rights Incorporated by
Agreement dated October 30, 1997 between the reference
Registrant and certain holders of the
Registrant's securities.
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* To be filed by amendment.
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