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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
OmniSky Corporation
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(Exact name of registrant as specified in its charter)
Delaware 77-0516363
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(State of Incorporation) (I.R.S. Employer Identification No.)
1001 Elwell Court, Palo Alto, CA 94303
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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), please 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), please check the following box. [X]
Securities Act registration statement file number to which this Form relates (if
applicable): 333-39446
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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, $0.001 par value per share
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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
The section entitled "Description of Capital Stock" in the registrant's
Registration Statement on Form S-1 (Commission File No. 333-39446), filed
with the Securities and Exchange Commission on June 16, 2000, as amended on
August 2, 2000, August 16, 2000, August 18, 2000 and September 1, 2000 (the
"Form S-1 Registration Statement"), is hereby incorporated by reference.
The description contained in the section entitled "Description of Capital
Stock" appearing in the registrant's final prospectus filed pursuant to
Rule 424(b) shall be deemed to be incorporated herein by reference.
Item 2. Exhibits
The following exhibits are filed as part of this registration statement:
1. Form of Amended and Restated Certificate of Incorporation to be
effective upon the completion of the offering, incorporated by
reference to Exhibit 3.3 to the Form S-1 Registration Statement.
2. Form of Amended and Restated Bylaws to be effective upon the
completion of the offering, incorporated by reference to Exhibit 3.4
to the Form S-1 Registration Statement.
3. Specimen Common Stock Certificate, incorporated by reference to
Exhibit 4.1 to the 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.
Dated: September 6, 2000 OmniSky Corporation
By: /s/ Patrick S. McVeigh
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Patrick S. McVeigh
Chairman and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit Description
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1 Form of Amended and Restated Certificate of Incorporation to be
effective upon the completion of the offering, incorporated by
reference to Exhibit 3.3 to the Form S-1 Registration Statement.
2 Form of Amended and Restated Bylaws to be effective upon the
completion of the offering, incorporated by reference to Exhibit 3.4
to the Form S-1 Registration Statement.
3 Specimen Common Stock Certificate, incorporated by reference to
Exhibit 4.1 to the Form S-1 Registration Statement.
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