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As filed with the Securities and Exchange Commission on July 13, 1999
Total Number of Pages - 4
Index to Exhibits at Page - 4
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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
FOUNDRY NETWORKS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 77-0431154
(State of Incorporation or Organization) (IRS Employer Identification No.)
680 W. Maude Avenue, Suite 3
Sunnyvale, CA 94086
(Address of Principal Executive Offices, Including Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), check the following box. [_] A.(d), check the following box. [X]
Securities Act registration statement file number to which this form relates:
[333-82577] (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
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.0001
(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 filed on or about July 9, 1999 (SEC File No. 333-82577)
(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.
2.** Amended and Restated Certificate of Incorporation of the
Registrant.
3.*** Form of Amended and Restated Certificate of Incorporation of
the Registrant to become effective upon completion of the
Registrant's initial public offering.
4.**** Bylaws of the Registrant.
* Incorporated by reference to Exhibit 4.1 to the Form S-1 Registration
Statement.
** Incorporated by reference to Exhibit 3.1 to the Form S-1 Registration
Statement.
*** Incorporated by reference to Exhibit 3.2 to the Form S-1 Registration
Statement.
**** Incorporated by reference to Exhibit 3.3 to the Form S-1 Registration
Statement.
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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: July 13, 1999 FOUNDRY NETWORKS, INC.
By: /s/ Timothy D. Heffner
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Timothy D. Heffner, Chief Financial Officer
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INDEX TO EXHIBITS
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
1. Specimen certificate for Registrant's Common Incorporated by
Stock. reference
2. Amended and Restated Certificate of Incorporated by
Incorporation of the Registrant. reference
3. Form of Amended and Restated Certificate of Incorporated by
Incorporation of the Registrant to become reference
effective upon completion of the Registrant's
initial public offering.
4. Bylaws of the Registrant. Incorporated by
reference
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