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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 1934
AETHER SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware 52-2186634
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
11460 Cronridge Drive, Owings Mills, MD 21117
(Address of Principal Executive Officer) (Zip Code)
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If this form relates to the registration of a class If this form relates to the registration of a class
of securities pursuant to Section 12 (b) of the of securities pursuant to Section 12 (g) of the
Exchange Act and is effective pursuant to General Exchange Act and is effective pursuant to General
Instruction A. (c), please check the following box. [ ] Instruction A. (d), please check the following box. [X]
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Securities Act registration statement file number to which this form relates: 333-85697
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
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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
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Securities to be registered pursuant to Section 12(g) of the Act: Common Stock,
par value $.01
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
For a description of the common stock, $.01 par value, of the
Registrant (the "Common Stock") being registered hereunder reference is
hereby made to the information under the heading "Description of Capital
Stock -- Common Stock" of the Registrant's Prospectus forming a part of
the Registrant's Registration Statement on Form S-1 (File No. 333-85697)
filed with the Securities and Exchange Commission on August 20, 1999,
including any amendments thereto (the "Registration Statement"). The
aforementioned description in the Prospectus is hereby incorporated by
reference herein and made a part of this registration statement.
Item 2. EXHIBITS.
1. Certificate of Incorporation of Registrant, incorporated herein by
reference from Exhibit 3.1 to the Registration Statement.
2. By-Laws of Registrant, incorporated herein by reference from
Exhibit 3.2 to the Registration Statement.
3. Form of Common Stock Certificate, incorporated herein by reference
from Exhibit 4.1 to the Registration Statement.
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.
AETHER SYSTEMS, INC.
Date: October 18, 1999 By /s/ David S. Oros
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Name: David S. Oros
Title: Chairman, CEO and President
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EXHIBIT INDEX
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Exhibit
No. Exhibit
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1. Certificate of Incorporation of Registrant, incorporated herein by
reference from Exhibit 3.1 to the Registration Statement.
2. By-Laws of Registrant, incorporated herein by reference from
Exhibit 3.2 to the Registration Statement.
3. Form of Common Stock Certificate, incorporated herein by reference
from Exhibit 4.1 to the Registration Statement.
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