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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Vyyo Inc.
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(Exact name of registrant as specified in its charter)
Delaware 94-3241270
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
20400 Stevens Creek Boulevard, 8th Floor
Cupertino, California 95014 95014
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(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
Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), please check the following box. |X|
Securities Act registration statement file number to which this form relates:
333-96129
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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
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
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(Title of Class)
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporated herein by reference to the Description of Capital Stock
section of the Registrant's Registration Statement on Form S-1, as amended (File
No. 333-96129).
ITEM 2. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
3.1 Third Amended and Restated Certificate of
Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (File
No. 333-96129))
3.2 Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1
(File No. 333-96129))
4.1 Specimen common stock certificate (incorporated
by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1 (File No.
333-96129))
10.11 Registration Rights and Lock-Up Agreement,
dated as of April 21, 1996, by and
among the Registrant and certain holders of the
Series A Preferred Stock and Series C Preferred
Stock (incorporated by reference to Exhibit 10.11
to the Registrant's Registration Statement on
Form S-1 (File No. 333-96129))
10.12 Amendment to Registration Rights and Lock-Up
Agreement, dated as of August 13, 1999, by and
among the Registrant and certain holders of the
Series A Preferred Stock and Series C Preferred
Stock, (incorporated by reference to Exhibit 10.12
to the Registrant's Registration Statement on
Form S-1 (File No. 333-96129))
10.23 Amendment No. 2 to Registration Rights and
Lock-Up Agreement, dated as of February 4,
2000, by and among the Registrant and certain
holders of the Series A Preferred Stock and
Series C Preferred Stock (incorporated by
reference to Exhibit 10.23 to the Registrant's
Registration Statement on Form S-1 (File No.
333-96129))
10.24 Warrant, dated April 23, 1996, issued by the
Registrant to PhaseCom Investor Group Limited
Partnership (incorporated by reference to
Exhibit 10.24 to the Registrant's Registration
Statement on Form S-1 (File No. 333-96129))
10.25 1997 Series A-2 Warrant, dated December 29, 1997,
issued by the Registrant to Eli David
(incorporated by reference to Exhibit 10.25 to
the Registrant's Registration Statement on Form
S-1 (File No. 333-96129))
10.26 1998 Series A-2 Warrant, dated February 26, 1998,
issued by the Registrant to Eli David
(incorporated by reference to Exhibit 10.26 to
the Registrant's Registration Statement on Form
S-1 (File No. 333-96129))
10.27 Form of 1998 Series B-1 Warrant, dated June 30,
1998, issued by the Registrant to Selawi Business,
S.A. and Shaul Berger (incorporated by reference
to Exhibit 10.27 to the Registrant's Registration
Statement on Form S-1 (File No. 333-96129))
10.28 Warrant, dated June 2, 1999, issued by the
Registrant to Biblica Investment Limited
(incorporated by reference to Exhibit 10.28 to the
Registrant's Registration Statement on Form S-1
(File No. 333-96129))
10.29 1998 Series A-1 Warrant, dated February 3, 1998,
issued by the Registrant to Eli David
(incorporated by reference to Exhibit 10.29 to
the Registrant's Registration Statement on Form S-1
(File No. 333-96129))
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
(Registrant) Vyyo Inc.
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Date April 3, 2000
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By /s/ STEPHEN P. PEZZOLA
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* Print the name and title of the signing officer under his signature.