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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF l934
HANDSPRING, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 77-0490705
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
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<S> <C>
189 BERNARDO AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043
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(Address of principal executive offices) (Zip Code)
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<S> <C>
If this form relates to the registration of a If this Form relates to the registration of a
class of securities pursuant to Section 12(b) class of securities pursuant to Section
of the Exchange Act and is effective 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]
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Securities Act registration statement file number to which this form relates:
333-33666
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Securities to be registered pursuant to Section 12(b) of the Act:
NONE
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Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.001 PAR VALUE PER SHARE
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Common Stock of Registrant set forth under the
caption "Description of Capital Stock" in Registrant's Registration Statement on
Form S-1 (File No. 333-33666) as originally filed with the Securities and
Exchange Commission on March 31, 2000, or as subsequently amended (the
"Registration Statement"), and in the Prospectus included in the Registration
Statement, is hereby incorporated by reference in response to this item.
ITEM 2. EXHIBITS.
The following exhibits are filed herewith or incorporated herein by
reference:
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Exhibit
Number Exhibit Title or Description
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1.1 Form of Underwriting Agreement (incorporated by reference to
Exhibit 1.1 to Registrant's registration statement on Form S-1,
File No. 333-33666 (the "Registration Statement")).
3.1 Certificate of Incorporation as filed March 27, 2000
(incorporated by reference to Exhibit 3.1 to the Registration
Statement).
3.2 Form of First Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.2 to the Registration
Statement).
3.3 Form of Second Amended and Restated Certificate of Incorporation
of the Registrant to be effective upon the closing of the
Registrant's initial public offering (incorporated by reference
to Exhibit 3.3 to the Registration Statement).
3.4 Bylaws (incorporated by reference to Exhibit 3.4 to the
Registration Statement).
3.5 Restated Bylaws (incorporated by reference to Exhibit 3.5 to the
Registration Statement).
4.1 Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Registration Statement).
4.2 Amended and Restated Investors' Rights Agreement dated July 7,
1999 (incorporated by reference to Exhibit 4.2 of the
Registration Statement).
99.1 The description of Registrant's Common Stock under the
caption "Description of Capital Stock" in the Prospectus
included in the 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.
Dated: May 26, 2000 Handspring, Inc.
By: /s/ Bernard J. Whitney
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Bernard J. Whitney
Chief Financial Officer and Secretary
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit
Number Exhibit Title or Description
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<S> <C>
1.1 Form of Underwriting Agreement (incorporated by reference to
Exhibit 1.1 to Registrant's registration statement on Form S-1,
File No. 333-33666 (the "Registration Statement")).
3.1 Certificate of Incorporation as filed March 27, 2000
(incorporated by reference to Exhibit 3.1 to the Registration
Statement).
3.2 Form of First Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.2 to the Registration
Statement).
3.3 Form of Second Amended and Restated Certificate of Incorporation
of the Registrant to be effective upon the closing of the
Registrant's initial public offering (incorporated by reference
to Exhibit 3.3 to the Registration Statement).
3.4 Bylaws (incorporated by reference to Exhibit 3.4 to the
Registration Statement).
3.5 Restated Bylaws (incorporated by reference to Exhibit 3.5 to the
Registration Statement).
4.1 Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Registration Statement).
4.2 Amended and Restated Investors' Rights Agreement dated July 7,
1999 (incorporated by reference to Exhibit 4.2 of the
Registration Statement).
99.1 The description of Registrant's Common Stock under the
caption "Description of Capital Stock" in the Prospectus
included in the Registration Statement.
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