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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
STANFORD MICRODEVICES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 77-0073042
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
726 PALOMAR AVENUE
SUNNYVALE, CA 94086
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(Address of principal executive offices) (Zip Code)
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 None
If this Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective upon filing 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: 333-31382
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.001 PAR VALUE
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered
Incorporated by reference to the section entitled "Description of
Capital Stock" contained in Registrant's Registration Statement on
Form S-1 filed on March 1, 2000 (File No. 333-31382) (the "S-1
Registration Statement"), as amended by Amendment No. 1 to the S-1
Registration Statement, filed on April 12, 2000 and Amendment No. 2 to
the S-1 Registration Statement, filed on May 2, 2000.
Item 2. Exhibits
The following exhibits are filed as a part of this registration
statement:
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3.1* Restated Certificate of Incorporation of Registrant, to be
effective upon the closing of the initial public offering of
Common Stock of the Registrant pursuant to the S-1 Registration
Statement.
3.3* Bylaws of Registrant, to be effective upon the closing of the
initial public offering of Common Stock of the Registrant
pursuant to the S-1 Registration Statement.
4.1+ Form of Registrant's Common Stock certificate.
4.2* Investors' Rights Agreement, dated as of October 5, 1999, among
the Registrant and the parties named therein.
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* Incorporated by reference to the Exhibit of the same number to the S-1
Registration Statement of Registrant, File No. 333-31382, filed with the
Securities and Exchange Commission on March 1, 2000
+ Incorporated by reference to the Exhibit of the same number to Amendment
No. 1 to the S-1 Registration Statement of Registrant, File No. 333-31382,
filed with the Securities and Exchange Commission on April 12, 2000.
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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.
Date: May 12, 2000 STANFORD MICRODEVICES, INC.
By: /s/ THOMAS SCANNELL
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Thomas Scannell
Vice President of Finance and
Administration, Chief Financial
Officer
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FORM 8-A
STANFORD MICRODEVICES
INDEX TO EXHIBITS
Exhibit No.
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3.1* Restated Certificate of Incorporation of Registrant, to be effective
upon the closing of the initial public offering of Common Stock of
Registrant pursuant to the S-1 Registration Statement.
3.3* Bylaws of Registrant, to be effective upon the closing of the initial
public offering of Common Stock of Registrant pursuant to the S-1
Registration Statement.
4.1+ Form of Registrant's Common Stock certificate.
4.2* Investors' Rights Agreement, dated as of October 5, 1999, among the
Registrant and parties named therein.
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* Incorporated by reference to the Exhibit of the same number to the S-1
Registration Statement of Registrant, File No. 333-31382, filed with the
Securities and Exchange Commission on March 1, 2000.
+ Incorporated by reference to the Exhibit of the same number to Amendment
No. 1 to the S-1 Registration Statement of Registrant, File No. 333-31382,
filed with the Securities and Exchange Commission on April 12, 2000.
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