<PAGE>
As filed with the Securities and Exchange Commission on September 12, 2000
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
AT ROAD, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3209170
(State of incorporation or organization) (IRS Employer
Identification No.)
47200 Bayside Parkway, Fremont, CA 94538
(Address of principal executive offices) (Zip Code)
<TABLE>
<S> <C>
If this form relates to the registration of a If this form relates to the registration
class of securities pursuant to Section 12(b) of a class of securities pursuant to
of the Exchange Act and is effective pursuant Section 12(g) of the Exchange Act and is
to General Instruction A.(c), check the effective pursuant to General
following box. [_] Instruction A.(d), check the following
box. [X]
</TABLE>
Securities Act registration statement file number to which this form relates:
333-41372 (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
------------------- ------------------------------
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 par value
-------------------------------
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
-------------------------------------------------------
Incorporated by reference to the information set forth under the
caption "Description of Capital Stock" in the Registrant's Registration
Statement on Form S-1 (SEC File No. 333-41372) (the "Form S-1 Registration
---------------------
Statement").
---------
Item 2. Exhibits
--------
The following exhibits are filed as a part of this
Registration Statement:
1.1 Specimen certificate for Registrant's Common Stock --
incorporated herein by reference to Exhibit 4.1 to the
Form S-1 Registration Statement.
2.1 Amended and Restated Articles of Incorporation --
incorporated herein by reference to Exhibit 3.1 to the
Form S-1 Registration Statement.
2.2 Amended and Restated Certificate of Incorporation to be
filed with the Delaware Secretary of State upon the
Registrant's reincorporation in Delaware --
incorporated herein by reference to Exhibit 3.2 to the
Form S-1 Registration Statement.
2.3 Amended and Restated Bylaws -- incorporated herein by
reference to Exhibit 3.3 to the Form S-1 Registration
Statement.
2.4 Amended and Restated Bylaws as proposed for
reincorporation in Delaware --incorporated herein by
reference to Exhibit 3.4 to the Form S-1 Registration
Statement.
2.5 Amended and Restated Certificate of Incorporation, as
proposed for public company -- incorporated herein by
reference to Exhibit 3.5 to the Form S-1 Registration
Statement.
2.6 Amended and Restated Investor's Rights Agreement dated
June 27, 2000 between the Registrant and certain
holders of the Registrant's securities -- incorporated
herein by reference to Exhibit 10.19 to the Form S-1
Registration Statement.
-2-
<PAGE>
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: September 5, 2000 AT ROAD, INC.
By: /s/ Krish Panu
---------------------------------------
Krish Panu
President and Chief Executive Officer
-3-
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
1.1 Specimen certificate for Registrant's Common Stock --
incorporated herein by reference to Exhibit 4.1 to the Form S-1
Registration Statement.
2.1 Amended and Restated Articles of Incorporation -- incorporated
herein by reference to Exhibit 3.1 to the Form S-1 Registration
Statement.
2.2 Amended and Restated Certificate of Incorporation to be filed
with the Delaware Secretary of State upon the Registrant's
reincorporation in Delaware -- incorporated herein by reference
to Exhibit 3.2 to the Form S-1 Registration Statement.
2.3 Amended and Restated Bylaws -- incorporated herein by reference
to Exhibit 3.3 to the Form S-1 Registration Statement.
2.4 Amended and Restated Bylaws as proposed for reincorporation in
Delaware-- incorporated herein by reference to Exhibit 3.4 to
the Form S-1 Registration Statement.
2.5 Amended and Restated Certificate of Incorporation, as proposed
for public company -- incorporated herein by reference to
Exhibit 3.5 to the Form S-1 Registration Statement.
2.6 Amended and Restated Investor's Rights Agreement dated June 27,
2000 between the Registrant and certain holders of the
Registrant's securities -- incorporated herein by reference to
Exhibit 10.19 to the Form S-1 Registration Statement.
