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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
AVICI SYSTEMS INC.
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(Exact name of registrant as specified in its charter)
Delaware 02-0493372
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(State of incorporation (IRS Employer
or organization) Identification No.)
101 Billerica Avenue
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North Billerica, Massachusetts 01862
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(978) 964-2000
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(Address of principal executive offices including zip code and telephone number)
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If this form relates to the If this form relates to the
registration of a class of securities registration of a class of pursuant
to Section 12(b) of the Exchange Act securities pursuant to Section 12(g)
and is effective pursuant to General of the Exchange Act and is effective
Instruction A.(c), please check the pursuant to General Instruction A.(d),
following box: [_] please check the following box: [X]
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Securities Act registration statement file number to which this form relates:
333-37316
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 N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.0001 per share
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
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The class of securities to be registered hereunder is Common Stock, par
value $0.0001, of the Registrant. The description of capital stock set forth
under the captions "Summary" and "Description of Share Capital Stock" in the
Registrant's Registration Statement on Form S-1 (File No. 333-37316), filed with
the Securities and Exchange Commission on May 18, 2000 pursuant to the
Securities Act of 1933, as amended (the "Registration Statement"), and such
information is incorporated herein by reference.
Item 2. Exhibits
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Exhibit No. Exhibit
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1 Certificate of Incorporation, as amended, of the
Registrant (currently in effect) (incorporated herein
by reference to Exhibit 3.1 of the Registration
Statement).
2 Form of Certificate of Amendment to the Amended and
Restated Certificate of Incorporation to be filed upon
the closing of the offering (incorporated herein by
reference to Exhibit 3.2 of the Registration
Statement).
3 By-Laws of the registrant (currently in effect)
(incorporated herein by reference to Exhibit 3.3 of the
Registration Statement).
4 Form of Amended and Restated By-Laws to take effect as
of the effective date of the Registration Statement
(incorporated herein by reference to Exhibit 3.4 of the
Registration Statement).
5 Specimen certificate representing the common stock
(incorporated herein by reference to Exhibit 4.1 of the
Registration Statement).
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SIGNATURE
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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.
AVICI SYSTEMS INC.
By: /s/ Paul F. Brauneis
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Paul F. Brauneis
Chief Financial Officer
Date: June 21, 2000
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