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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 1934
WESTERN MULTIPLEX CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
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<S> <C>
Delaware 52-219-8231
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
1196 Borregas Avenue, Sunnyvale, California 94089
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(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the If this form relates to the
registration of a class of registration of a class of securities
securities pursuant to Section pursuant to Section 12(g) of the
12(b) of the Exchange Act and Exchange Act and is effective
is effective pursuant to pursuant to General Instruction
General Instruction A.(c), A.(d), please check the following
please check the following box. box. [X]
[_]
Securities Act registration statement file number to which this form relates:
333-35200
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(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
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Not Applicable Not Applicable
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Securities to be registered pursuant to Section 12(g) of the Act:
Class A common stock, par value $.01 per share
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
For a description of the Class A Common Stock, see the information under
the caption "Description of Capital Stock" in the Registration Statement on
Form S-1 (File No. 333-352000) (the "Registration Statement") of Western
Multiplex Corporation (the "Registrant") as filed with the Securities and
Exchange Commission (the "Commission") on April 20, 2000 and any amendments
to the Registration Statement filed with the Commission prior to such
Registration Statement being declared effective, which description is
hereby incorporated herein by reference.
Item 2. Exhibits.
The following exhibits are filed as part of this registration statement.
1. Form of the Registrant's Class A Common Stock Certificate (incorporated
herein by reference to Exhibit 4.1 of Amendment No. 2 of the Registration
Statement filed with the Commission on June 9, 2000).
2. Form of Amended and Restated Articles of Incorporation of the Registrant
(incorporated herein by reference to Exhibit 3.1 of Amendment No. 2 to the
Registration Statement filed with the Commission on June 9, 2000).
3. Form of Amended and Restated By-laws of the Registrant (incorporated herein
by reference to Exhibit 3.2 of Amendment No. 2 to the Registration
Statement filed with the Commission on June 9, 2000).
4. Amended and Restated Acquisition Agreement, dated as of September 30, 1999,
by and among GTI Acquisition Corp., Glenayre Technologies, Inc., the
Registrant and WMC Holding Corp. (incorporated herein by reference to
Exhibit 2.1 of Amendment No. 1 to the Registration Statement filed with the
Commission on May 5, 2000).
5. Amendment to Acquisition Agreement, dated as of October 31, 1999, by and
among GTI Acquisition Corp., Glenayre Technologies, Inc., the Registrant
and WMC Holding Corp. (incorporated herein by reference to Exhibit 2.2 of
Amendment No. 1 to the Registration Statement filed with the Commission on
May 5, 2000).
6. Stockholders' Agreement, dated as of October 31, 1999, among the
Registrant, WMC Holding Corp., GTI Acquisition Corp. and Glenayre
Technologies, Inc. (incorporated herein by reference to Exhibit 4.2 of
Amendment No. 1 to the Registration Statement filed with the Commission on
May 5, 2000).
7. Registration Rights Agreement, dated as of June 8, 2000, among the
Registrant, Ripplewood Holdings, L.L.C. and WMC Holding Corp. (incorporated
herein by reference to Exhibit 4.3 of Amendment No. 2 to the Registration
Statement filed with the Commission on June 9, 2000).
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8. Employment and Co-Investment Agreement, dated as of October 31, 1999, among
Ripplewood Partners L.P., WMC Holding Corp., Seaview Holdings L.L.C., the
Registrant and Jonathan N. Zakin (incorporated herein by reference to
Exhibit 10.1 of Amendment No. 1 to the Registration Statement filed with
the Commission on May 5, 2000).
9. Co-Investment Agreement, dated as of October 31, 1999, among Ripplewood
Partners L.P., WMC Holding Corp., The Michael and Roberta Seedman Revocable
Trust, Michael Seedman and the Registrant (incorporated herein by reference
to Exhibit 10.2 of Amendment No. 1 to the Registration Statement filed with
the Commission on May 5, 2000).
10. Subscription and Employee Stockholder's Agreement, dated as of January 31,
2000, among WMC Holding Corp., the Registrant, Ripplewood Partners, L.P.
and Amir Zoufonoun (incorporated herein by reference to Exhibit 10.4 of
Amendment No. 1 to the Registration Statement filed with the Commission on
May 5, 2000).
11. Subscription and Employee Stockholder's Agreement, dated as of February 28,
2000, among WMC Holding Corp., the Registrant, Ripplewood Partners, L.P.
and Nancy Huber (incorporated herein by reference to Exhibit 10.6 of
Amendment No. 1 to the Registration Statement filed with the Commission on
May 5, 2000).
12. Subscription and Employee Stockholder's Agreement, dated as of February 25,
2000, among WMC Holding Corp., the Registrant, Ripplewood Partners, L.P.
and Fred Corsentino (incorporated herein by reference to Exhibit 10.8 of
Amendment No. 1 to the Registration Statement filed with the Commission on
May 5, 2000).
13. Subscription and Employee Stockholder's Agreement, dated as of February 23,
2000, among WMC Holding Corp., the Registrant, Ripplewood Partners, L.P.
and Joseph Tavormina (incorporated herein by reference to Exhibit 10.10 of
Amendment No. 1 to the Registration Statement filed with the Commission on
May 5, 2000).
14. Subscription and Employee Stockholder's Agreement, dated as of January 31,
2000, among WMC Holding Corp., the Registrant, Ripplewood Partners, L.P.
and Hanan Cohen (incorporated herein by reference to Exhibit 10.12 of
Amendment No. 1 to the Registration Statement filed with the Commission on
May 5, 2000).
15. Subscription and Employee Stockholder's Agreement, dated as of January 31,
2000, among WMC Holding Corp., the Registrant, Ripplewood Partners, L.P.
and John Saefke (incorporated herein by reference to Exhibit 10.14 of
Amendment No. 1 to the Registration Statement filed with the Commission on
May 5, 2000).
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16. 1999 Western Multiplex Corporation Stock Incentive Plan (incorporated
herein by reference to Exhibit 10.15 of Amendment No. 1 to the Registration
Statement filed with the Commission on May 5, 2000).
17. Western Multiplex Corporation Employee Stock Purchase Plan (incorporated
herein by reference to Exhibit 10.16 of Amendment No. 2 to the Registration
Statement filed with the Commission on June 9, 2000).
18. Western Multiplex Corporation 2000 Stock Option Plan for Non-Employee
Directors (incorporated herein by reference to Exhibit 10.17 of Amendment
No. 2 to the Registration Statement filed with the Commission on June 9,
2000).
19. Amendment No. 1 to 1999 Western Multiplex Corporation Stock Incentive Plan,
dated June 8, 2000 (incorporated herein by reference to Exhibit 10.28 of
Amendment No. 2 to the Registration Statement filed with the Commission on
June 9, 2000).
20. Ubiquity Communication, Inc. 1997 Stock Option Plan (incorporated herein by
reference to Exhibit 10.31 of Amendment No. 3 to the Registration Statement
filed with the Commission of July 3, 2000).
21. Ubiquity Communication, Inc. 1998 Stock Plan (incorporated herein by
reference to Exhibit 10.32 of Amendment No. 3 to the Registration Statement
filed with the Commission on July 3, 2000).
22. Ubiquity Communication, Inc. 1999 Stock Plan (incorporated herein by
reference to Exhibit 10.33 of Amendment No. 3 to the Registration Statement
filed with the Commission on July 3, 2000).
23. Amendment No. 1 to Western Multiplex Corporation 2000 Stock Option Plan for
Non-Employee Directors, dated June 19, 2000 (incorporated herein by
reference to Exhibit 10.34 of Amendment No. 3 to the Registration Statement
filed with the Commission on July 3, 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.
WESTERN MULTIPLEX CORPORATION
Date: July 11, 2000 By: /s/ Nancy Huber
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Name: Nancy Huber
Title: Chief Financial Officer,
Vice President, Finance and
Secretary
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