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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 1
TO
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
Alliance Fiber Optic Products, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C>
Delaware 77-0554122
(State of Incorporation or Organization) (IRS Employer Identification No.)
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735 North Pastoria Avenue, Sunnyvale, California 94085
(Address of Principal Executive Offices) (Zip Code)
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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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), 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), check the following box. [X]
Securities Act registration statement file number to which this form
relates: 333-45482.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
----------------------------------------
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
In response to this item, incorporated by reference is the description of the
Common Stock, $0.001 par value per share (the "Common Stock"), of Alliance Fiber
Optic Products, Inc. (the "Registrant") contained under the caption "Description
of Capital Stock" in the Prospectus (Subject to Completion) dated October 24,
2000 that forms a part of the Registrant's Registration Statement on Form S-1
(File No. 333-45482) (the "Registration Statement"), together with the
description contained under such caption included in the form of prospectus
subsequently filed by the Registrant pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, which prospectus is incorporated by
reference herein.
Item 2. Exhibits.
The following exhibits are filed as a part of this Registration Statement:
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1(a) Amended and Restated Certificate of Incorporation, as amended, of
the Registrant (incorporated herein by reference to Exhibit 3(i).2
to the Registration Statement).
1(b) Form of Amended and Restated Certificate of Incorporation to be
filed upon closing of the offering to which the Registration
Statement relates (incorporated herein by reference to Exhibit
3(i).3 to the Registration Statement).
2(a) Restated Bylaws of the Registrant (incorporated herein by
reference to Exhibit 3(ii).2 to the Registration Statement).
2(b) Form of Restated Bylaws of the Registrant, to be effective upon
the closing of the offering to which the Registration Statement
relates (incorporated herein by reference to Exhibit 3(ii).3 to
the Registration Statement).
3 Form of stock certificate for Common Stock of Registrant
(incorporated herein by reference to Exhibit 4.1 to 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: November 10, 2000.
ALLIANCE FIBER OPTIC PRODUCTS, INC.
By /s/ Peter C. Chang
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Peter C. Chang
President and Chief Executive Officer
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INDEX TO EXHIBITS
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Exhibit
Number Exhibit
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<S> <C>
1(a) Amended and Restated Certificate of Incorporation, as amended, of
the Registrant (incorporated herein by reference to Exhibit 3(i).2
to the Registration Statement).
1(b) Form of Amended and Restated Certificate of Incorporation to be
filed upon closing of the offering to which the Registration
Statement relates (incorporated herein by reference to Exhibit
3(i).3 to the Registration Statement).
2(a) Restated Bylaws of the Registrant (incorporated herein by
reference to Exhibit 3(ii).2 to the Registration Statement).
2(b) Form of Restated Bylaws of the Registrant, to be effective upon
the closing of the offering to which the Registration Statement
relates (incorporated herein by reference to Exhibit 3(ii).3 to
the Registration Statement).
3 Form of stock certificate for Common Stock of Registrant
(incorporated herein by reference to Exhibit 4.1 to the
Registration Statement)
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