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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)
If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange securities pursuant to Section 12 (g) of the Exchange
Act and is effective pursuant to General Instruction Act and is effective pursuant to General Instruction
A. (c), please check the following box. [ ] A. (d), please check the following box. [x]
Securities Act registration statement file number to which this form relates: 333-30852
(If applicable)
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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: Convertible
Subordinated Notes due 2005
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
For a description of the Convertible Subordinated Notes due 2005 of the
Registrant (the "Notes") being registered hereunder reference is hereby made to
the information under the heading "Description of Notes" of the Registrant's
Prospectus forming a part of the Registrant's Registration Statement on Form S-1
(File No. 333-30852) filed with the Securities and Exchange Commission on
February 22, 2000, 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 Note, incorporated herein by reference from Exhibit A to Exhibit
4.2 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: March 13, 2000 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 Note, incorporated herein by reference from Exhibit A to
Exhibit 4.2 to the Registration Statement.
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