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As filed with the Securities and Exchange Commission on July 23, 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
CERENT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 77-0447327
(State of incorporation or organization) (IRS Employer Identification No.)
1450 North McDowell Boulevard
Petaluma, CA 94954-6515
(Address of Principal Executive Offices, including Zip Code)
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If this form relates to the registration of a If this form relates to the registration
class of securities pursuant to Section 12(b) of a class of securities pursuant to
of the Exchange Act and is effective pursuant Section 12(g) of the Exchange Act and is
to General Instruction A.(c), check the effective pursuant to General
following box. [_] Instruction 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 $.001
(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 to be filed on or about July 22, 1999 (SEC File No.
333-83507) (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.
5.***** Proposed Bylaws of the Registrant.
6.****** Amended and Restated Investors' Rights Agreement dated July
20, 1999 between the Registrant and certain holders of the
Registrant's securities.
* 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.
***** Incorporated by reference to Exhibit 3.4 to the Form S-1 Registration
Statement.
****** Incorporated by reference to Exhibit 10.6 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 22, 1999 CERENT CORPORATION
By: /s/ MICHAEL ASHBY
--------------------------------------
Michael Ashby, Chief Financial Officer
-3-
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INDEX TO EXHIBITS
Sequentially
-------------
Exhibit Description Numbered Page
- ------- -------------------------------- -------------
1.* Specimen certificate for Registrant's Common Incorporated by
Stock -- incorporated herein by reference to reference
Exhibit 4.1 to the Form S-1 Registration
Statement.
2.1 Amended and Restated Certificate of Incorporation Incorporated by
-- incorporated herein by reference to Exhibit reference
3.1 to the Form S-1 Registration Statement.
2.2 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 -- incorporated herein by
reference to Exhibit 3.2 to the Form S-1
Registration Statement.
2.3 Bylaws -- incorporated herein by reference to Incorporated by
Exhibit 3.3 to the Form S-1 Registration reference
Statement.
2.4 Proposed Bylaws of the Registrant -- incorporated Incorporated by
herein by reference to Exhibit 3.4 to the Form reference
S-1 Registration Statement.
2.5 Amended and Restated Investors' Rights Agreement Incorporated by
dated July 20, 1999 between the Registrant and reference
certain holders of the Registrant's securities --
incorporated herein by reference to Exhibit 10.6
to the Form S-1 Registration Statement.
* To be filed by amendment.
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