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As filed with the Securities and Exchange Commission on August 10, 2000
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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PDF SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 25-1701361
(State of incorporation or organization) (IRS Employer
Identification No.)
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<S> <C>
333 WEST SAN CARLOS ST., SUITE 700, SAN JOSE, CA 95110
(Address of principal executive offices) (Zip Code)
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If this form relates to the registration of a class If this form relates to the registration of a class
of securities pursuant to Section 12(b) of the of securities pursuant to Section 12(g) of the Exchange
Exchange Act and is effective pursuant to General Act and is effective pursuant to General Instruction
Instruction A.(c), check the following box. [ ] A.(d), check the following box. [X]
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Securities Act registration statement file number to which this form relates:
333-43192 (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None 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
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. 333-43192) (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 Certificate of Incorporation -- incorporated
herein by reference to Exhibit 3.1 to the Form S-1 Registration
Statement.
2.2 Second Amended and Restated Certificate of Incorporation
(proposed)-- 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 (proposed) -- incorporated herein by
reference to Exhibit 3.4 to the Form S-1 Registration Statement.
2.5 First Amended and Restated Rights Agreement dated August 4, 2000
between the Registrant and certain holders of the Registrant's
securities -- incorporated herein by reference to Exhibit 4.2 to the
Form S-1 Registration Statement.
* To be filed by amendment.
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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.
Date: August 10, 2000 PDF SOLUTIONS, INC.
By: /s/ P. Steven Melman
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Name: P. Steven Melman
Title: Vice President, Finance and
Administration and Chief
Financial Officer
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INDEX TO EXHIBITS
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Exhibit No. Description
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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 Certificate of Incorporation -- incorporated
herein by reference to Exhibit 3.1 to the Form S-1 Registration
Statement.
2.2 Second Amended and Restated Certificate of Incorporation
(proposed)-- 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 (proposed) -- incorporated herein by
reference to Exhibit 3.4 to the Form S-1 Registration Statement.
2.5 First Amended and Restated Rights Agreement dated August 4, 2000
between the Registrant and certain holders of the Registrant's
securities -- incorporated herein by reference to Exhibit 4.2 to the
Form S-1 Registration Statement.
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* To be filed by Amendment.
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