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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF l934
ONI Systems Corp.
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(Exact name of registrant as specified in its charter)
Delaware 77-0469657
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
166 Baypointe Parkway
San Jose, California 95134
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration If this Form relates to the
of a class of securities pursuant to registration of a class of securities
Section 12(b) of the Exchange Act and pursuant to Section 12(g) of the
is effective pursuant to General Exchange Act and is effective
Instruction A.(c), check the following pursuant to General Instruction
box. [_] A.(d), check the following box. [X]
Securities Act registration statement file number to which this form relates:
__________
Securities to be registered pursuant to Section 12(b) of the Act:
None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 par value per share
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The description of the Common Stock of Registrant set forth under the
caption "Description of Capital Stock" in Registrant's Registration Statement on
Form S-1 (File No. 333-32104) as originally filed with the Securities and
Exchange Commission on March 10, 2000, or as subsequently amended (the
"Registration Statement"), and in the Prospectus included in the Registration
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Statement, is hereby incorporated by reference in response to this item.
Item 2. Exhibits.
The following exhibits are filed herewith or incorporated herein by
reference:
Exhibit
Number Exhibit Title or Description
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1.01 Form of Underwriting Agreement (incorporated by
reference to Exhibit 1.01 to Registrant's
registration statement on Form S-1, File No.
333-32104 (the "Registration Statement")).
3.01 Registrant's Amended and Restated Certificate of
Incorporation (incorporated by reference to
Exhibit 3.01 to the Registration Statement).
3.02 Form of Registrant's Second Amended and
Restated Articles of Incorporation of the
Registrant to be effective upon the closing of the
Registrant's initial public offering (incorporated
by reference to Exhibit 3.02 to the Registration
Statement).
3.03 Registrant's Amended and Restated Bylaws
(incorporated by reference to Exhibit 3.03 to the
Registration Statement).
4.01 Form of Specimen Certificate for the
Registrant's Common Stock (incorporated by
reference to Exhibit 4.01 to the Registration
Statement).
4.02 Form of Restated and Amended Investors' Rights
Agreement, dated May 1, 2000, by and between
certain Investors and Registrant (incorporated
by reference to Exhibit 4.02 of the Registration
Statement).
4.03 Voting Agreement portion of Series D Preferred
Stock Purchase Agreement, dated as of April 1,
1998, by and between Cisco Systems, Inc. and
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Registrant (incorporated by reference to Exhibit
4.03 of the Registration Statement).
4.04 Warrant to Purchase Capital Stock held by Venture
Lending & Leasing, Inc. (incorporated herein by
reference to Exhibit 4.04 of the Registration
Statement).
4.05 Warrant to Purchase Capital Stock held by Venture
Lending & Leasing, Inc. (incorporated herein by
reference to Exhibit 4.05 of the Registration
Statement).
4.06 Warrant Agreement No. 1 to Purchase Shares of
Series B Preferred Stock held by Comdisco, Inc.
(incorporated herein by reference to Exhibit 4.06
of the Registration Statement).
4.07 Warrant Agreement No. 2 to Purchase Shares of
Series B Preferred Stock held by Comdisco, Inc.
(incorporated herein by reference to Exhibit 4.07
of the Registration Statement).
4.08 Warrant Agreement No. 3 to Purchase Shares of
Series B Preferred Stock held by Comdisco, Inc.
(incorporated herein by reference to Exhibit 4.08
of the Registration Statement).
4.09 Warrant to Purchase Common Stock held by COLT
Telecommunications Group plc (incorporated herein
by reference to Exhibit 4.09 of the Registration
Statement).
4.10 Warrant to Purchase Common Stock held by FMR
Corp. (incorporated herein by reference to Exhibit
4.10 of the Registration Statement).
4.11 Redemption and Purchase Agreement, dated December
22, 1999, by and between Williams Communications,
Inc. and Registrant (incorporated by reference to
Exhibit 4.11 of the Registration Statement).
4.12 Warrant to Purchase Common Stock held by Fenwick
& West LLP (incorporated herein by reference to
Exhibit 4.12 of the Registration Statement).
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4.13 Subscription Agreement, dated March 27, 2000, by
and between Internet Initiative Japan Inc. and
Registrant and related Regulation S Investor
Representation Letter (incorporated by reference
to Exhibit 4.13 of the Registration Statement).
4.14 Subscription Agreement, dated April 27, 2000,
by and between CCT Telcom Holdings Limited and
Registrant and related Regulation S Investor
Representation Letter (incorporated by reference
to Exhibit 4.14 of the Registration Statement).
10.01 Form of Indemnification Agreement (incorporated
by reference to Exhibit 10.01 to the Registration
Statement).
10.02 Registrant's 1997 Stock Option Plan, as amended
(incorporated herein by reference to Exhibit
10.02 of the Registration Statement).
10.03 Registrant's 1998 Equity Incentive Plan, as
amended (incorporated herein by reference to
Exhibit 10.03 of the Registration Statement).
10.04 Registrant's 1999 Equity Incentive Plan, as
amended (incorporated herein by reference to
Exhibit 10.04 of the Registration Statement).
10.05 Registrant's 2000 Equity Incentive Plan
(incorporated herein by reference to Exhibit 10.05
of the Registration Statement).
10.06 Registrant's 2000 Employee Stock Purchase Plan
(incorporated herein by reference to Exhibit
10.06 of the Registration Statement).
99.01 The description of Registrant's Common Stock set
forth under the caption "Description of Capital
Stock" in the Prospectus included in the
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: May 16, 2000 ONI Systems Corp.
By: /s/ Michael A. Dillon
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Michael A. Dillon
Vice President, General Counsel and Secretary
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Index to Exhibits
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Exhibit
Number Exhibit Title or Description
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1.01 Form of Underwriting Agreement (incorporated
by reference to Exhibit 1.01 to Registrant's
registration statement on Form S-1, File No. 333-
32104 (the "Registration Statement")).
3.01 Registrant's Amended and Restated Certificate of
Incorporation (incorporated by reference to
Exhibit 3.01 to the Registration Statement).
3.02 Form of Registrant's Second Amended and Restated
Articles of Incorporation of the Registrant to be
effective upon the closing of the Registrant's
initial public offering (incorporated by
reference to Exhibit 3.02 to the Registration
Statement).
3.03 Registrant's Amended and Restated Bylaws
(incorporated by reference to Exhibit 3.03 to the
Registration Statement).
4.01 Form of Specimen Certificate for the Registrant's
Common Stock (incorporated by reference to
Exhibit 4.01 to the Registration Statement).
4.02 Restated and Amended Investors' Rights Agreement,
dated May 1, 2000, by and between certain
Investors and Registrant (incorporated by
reference to Exhibit 4.02 of the Registration
Statement).
4.03 Voting Agreement portion of Series D Preferred
Stock Purchase Agreement, dated as of April 1,
1998, by and between Cisco Systems, Inc. and
Registrant (incorporated by reference to Exhibit
4.03 of the Registration Statement).
4.04 Warrant to Purchase Capital Stock held by Venture
Lending & Leasing, Inc. (incorporated herein by
reference to Exhibit 4.04 of the Registration
Statement).
4.05 Warrant to Purchase Capital Stock held by
Venture Lending & Leasing, Inc. (incorporated
herein by
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reference to Exhibit 4.05 of the Registration
Statement).
4.06 Warrant Agreement No. 1 to Purchase Shares of
Series B Preferred Stock held by Comdisco, Inc.
(incorporated herein by reference to Exhibit 4.06
of the Registration Statement).
4.07 Warrant Agreement No. 2 to Purchase Shares of
Series B Preferred Stock held by Comdisco, Inc.
(incorporated herein by reference to Exhibit 4.07
of the Registration Statement).
4.08 Warrant Agreement No. 3 to Purchase Shares of
Series B Preferred Stock held by Comdisco, Inc.
(incorporated herein by reference to Exhibit 4.08
of the Registration Statement).
4.09 Warrant to Purchase Common Stock held by COLT
Telecommunications Group plc (incorporated
herein by reference to Exhibit 4.09 of the
Registration Statement).
4.10 Warrant to Purchase Common Stock held by FMR Corp.
(incorporated herein by reference to Exhibit 4.10
of the Registration Statement).
4.11 Redemption and Purchase Agreement, dated
December 22, 1999, by and between Williams
Communications, Inc. and Registrant (incorporated
by reference to Exhibit 4.11 of the Registration
Statement).
4.12 Warrant to Purchase Common Stock held by
Fenwick & West LLP (incorporated herein by
reference to Exhibit 4.12 of the Registration
Statement).
4.13 Subscription Agreement, dated March 27, 2000, by
and between Internet Initiative Japan Inc. and
Registrant and related Regulation S Investor
Representation Letter (incorporated by reference
to Exhibit 4.13 of the Registration Statement).
4.14 Subscription Agreement, dated April 27, 2000, by
and between CCT Telecom Holdings Limited and
Registrant and related Regulation S Investor
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Representation Letter (incorporated by reference
to Exhibit 4.14 of the Registration Statement).
10.01 Form of Indemnification Agreement (incorporated
by reference to Exhibit 10.01 to the Registration
Statement).
10.02 Registrant's 1997 Stock Option Plan, as amended
(incorporated herein by reference to Exhibit
10.02 of the Registration Statement).
10.03 Registrant's 1998 Equity Incentive Plan, as
amended (incorporated herein by reference to
Exhibit 10.03 of the Registration Statement).
10.04 Registrant's 1999 Equity Incentive Plan, as
amended (incorporated herein by reference to
Exhibit 10.04 of the Registration Statement).
10.05 Registrant's 2000 Equity Incentive Plan
(incorporated herein by reference to Exhibit 10.05
of the Registration Statement).
10.06 Registrant's 2000 Employee Stock Purchase Plan
(incorporated herein by reference to Exhibit
10.06 of the Registration Statement).
99.01 The description of Registrant's Common Stock set
forth under the caption "Description of Capital
Stock" in the Prospectus included in the
Registration Statement.
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