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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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TELOCITY DELAWARE, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 77-0467929
(State of Incorporation) (I.R.S. Employer Identification No.)
10355 NORTH DEANZA BOULEVARD
CUPERTINO, CALIFORNIA 95014
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange 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 Exchange 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: 333-94271 (if applicable).
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
Not Applicable Not Applicable
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, par value $0.001
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered
The information contained in "Description of Capital Stock" in the
Registrant's Registration Statement on Form S-1, as amended (Commission File No.
333-94271), filed with the Securities and Exchange Commission (the "Form S-1
Registration Statement"), is hereby incorporated by reference.
Item 2. Exhibits
The following exhibits are filed as part of this Registration Statement:
1. Restated Certificate of Incorporation of Registrant, as subsequently
amended by Certificate of Amendment of Restated Certificate of
Incorporation of Registrant, incorporated by reference to Exhibit 3.1
of the Registrant's Form S-1 Registration Statement.
2. Bylaws of the Registrant, incorporated by reference to Exhibit 3.2 of
the Registrant's Form S-1 Registration Statement.
3. Second Amended and Restated Investor Rights Agreement dated December
13, 1999, incorporated by reference to Exhibit 10.8 of the
Registrant's Form S-1 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.
TELOCITY DELAWARE, INC.
Date: March 24, 2000
By: /s/ EDWARD HAYES
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Edward Hayes
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Exhibit
Number
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1 Restated Certificate of Incorporation of Registrant, as subsequently
amended by Certificate of Amendment of Restated Certificate of
Incorporation of Registrant, incorporated by reference to Exhibit 3.1
of the Registrant's Form S-1 Registration Statement.
2 Bylaws of the Registrant, incorporated by reference to Exhibit 3.2 of
the Registrant's Form S-1 Registration Statement.
3 Second Amended and Restated Rights Agreement dated December 13, 1999,
incorporated by reference to Exhibit 10.8 of the Registrant's Form S-1
Registration Statement.
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