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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OMM, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 33-0762894
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
9410 CARROLL PARK DRIVE, SAN DIEGO, CA 92121
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(Address of principal executive offices) (Zip Code)
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exhange Act and is effective pursuant to General
Instruction A.(c), check the following box. / /
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exhange Act and is effective pursuant to General
Instruction A.(d), check the following box. /X/
Securities Act registration statement file number to which this form
relates: 333-45940
Securities to be registered pursuant to Section 12(b) of the Act: NONE
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.0001 PAR VALUE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The class of securities to be registered hereunder is Common Stock, $0.0001
par value per share, of OMM, Inc. (the "Registrant"). The description of capital
stock set forth under the caption "Description of Capital Stock" in the
Prospectus included in the Registration Statement on Form S-1 (File No.
333-45940), as originally filed or subsequently amended (the "Registration
Statement on Form S-1"), which Registration Statement on Form S-1 was originally
filed with the Securities and Exchange Commission by the Registrant on September
15, 2000, is incorporated herein by reference.
ITEM 2. EXHIBITS.
The following exhibits are filed as part of this registration statement:
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Number Description
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3.1* Amended and Restated Certificate of Incorporation of the
Registrant.
3.2* Amended and Restated Bylaws of the Registrant.
4.1* Form of Common Stock Certificate.
10.2* Amended and Restated Investor Rights Agreement dated as of
May 31, 2000 by and between the Registrant and certain
stockholders, as amended.
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* Incorporated herein by reference to the exhibits of the same number in the
Registrant's Registration Statement on Form S-1.
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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.
OMM, INC.
Date: October 3, 2000 By: /s/ Philip Chapman
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Philip Chapman
Chief Financial Officer
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