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UNITED STATES
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
Cupertino Electric, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
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<S> <C>
Delaware 94-1403967
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(State of Incorporation or Organization) (I.R.S. Employer
Identification Number)
1132 North Seventh Street
San Jose, California 95112
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(Address of Principal Executive Offices) (Zip Code)
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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), please check the following box. [ ]
If this Form related 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), please check the following box. [X]
Securities Act Registration Statement file number to which this form relates:
333-52538
Securities to be registered pursuant to Section 12(b) of the Act: None.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.00004 par value
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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. 333-52538), as such registration statement may be
subsequently amended (the "Registration Statement"), which Registration
Statement was originally filed on December 22, 2000, including any form of
prospectus contained therein filed by the Company pursuant to Rule 424(b) under
the Securities Act of 1933, as amended, which description is incorporated herein
by reference.
Item 2. Exhibits.
The following exhibits are filed herewith, incorporated herein by
reference, or will be filed herewith by amendment, each as indicated below:
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Exhibit
Number Exhibit Title or Description
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3.01 Registrant's Amended and Restated Certificate of Incorporation
(incorporated herein by reference to Exhibit 3.01 to the
Registration Statement).
3.02 Form of Second Amended and Restated Certificate of Incorporation
to be effective upon the completion of the offering made pursuant
to the Registration Statement.*
3.03 Registrant's Bylaws (incorporated herein by reference to Exhibit
3.03 to the Registration Statement).
3.04 Form of First Amended and Restated Bylaws to be effective upon
the completion of the offering made pursuant to the Registration
Statement.*
4.01 Form of Specimen Certificate for our Common Stock.*
4.02 Investor Rights Agreement dated as of June 21, 2000 (incorporated
herein by reference to Exhibit 4.02 to the Registration
Statement).
4.03 Warrant No. 1 dated June 21, 2000 issued to BancAmerica Capital
Investors SBIC I, L.P. (incorporated by reference to Exhibit 4.03
to the Registration Statement).
4.04 Warrant No. 2 dated June 21, 2000 issued to TA Subordinated Debt
Fund, L.P. (incorporated by reference to Exhibit 4.04 to the
Registration Statement).
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Exhibit
Number Exhibit Title or Description
<S> <C>
4.05 Warrant No. 3 dated June 21, 2000 issued to TA Investors LLC.
(incorporated by reference to Exhibit 4.05 to the Registration
Statement).
10.10 Senior Subordinated Note, Warrant and Common Stock Purchase
Agreement dated June 21, 2000 by and among BancAmerica Capital
Investors SBIC I, L.P., certain shareholders and Registrant
(incorporated herein by reference to Exhibit 10.10 to 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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* 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.
Dated: December 22, 2000 Cupertino Electric, Inc.
By: /s/ James S. Ryley
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James S. Ryley
Chief Executive Officer and President
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Index to Exhibits
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Exhibit Exhibit Title or Description
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3.01 Registrant's Amended and Restated Certificate of Incorporation
(incorporated herein by reference to Exhibit 3.01 to the
Registration Statement).
3.03 Registrant's Bylaws (incorporated herein by reference to Exhibit
3.03 to the Registration Statement).
4.02 Investor Rights Agreement dated as of June 21, 2000 (incorporated
herein by reference to Exhibit 4.02 to the Registration
Statement).
4.03 Warrant No. 1 dated June 21, 2000 issued to BancAmerica Capital
Investors SBIC I, L.P. (incorporated by reference to Exhibit 4.03
to the Registration Statement).
4.04 Warrant No. 2 dated June 21, 2000 issued to TA Subordinated Debt
Fund, L.P. (incorporated by reference to Exhibit 4.04 to the
Registration Statement).
4.05 Warrant No. 3 dated June 21, 2000 issued to TA Investors LLC.
(incorporated by reference to Exhibit 4.05 to the Registration
Statement).
10.10 Senior Subordinated Note, Warrant and Common Stock Purchase
Agreement dated June 21, 2000 by and among BancAmerica Capital
Investors SBIC I, L.P., certain shareholders and Registrant
(incorporated herein by reference to Exhibit 10.10 to 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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