TELAXIS COMMUNICATIONS CORP
8-A12G, 2000-01-21
ELECTRONIC COMPONENTS, NEC
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                       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

                     --------------------------------------


                       TELAXIS COMMUNICATIONS CORPORATION
             (Exact name of registrant as specified in its charter)

              MASSACHUSETTS                               04-2751645
(State of incorporation or organization)    (I.R.S. Employer Identification No.)

            20 INDUSTRIAL DRIVE EAST, SOUTH DEERFIELD, MA 01373-0109
               (Address of principal executive offices) (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:

                                            NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE SO REGISTERED     EACH CLASS IS TO BE REGISTERED


         NOT APPLICABLE                              NOT APPLICABLE


         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 to be registered pursuant to Section 12(g) of the Act:

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                                (title of class)


<PAGE>
ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         The  information  set forth in the  Section  entitled  "Description  of
Capital Stock" in the Company's Form S-1  Registration  Statement filed with the
Securities and Exchange Commission (File No. 333-87885),  as amended,  including
any form of the  prospectus  contained  therein,  as amended (the  "Registration
Statement"), is incorporated herein by reference.

ITEM 2.  EXHIBITS.

         The documents  listed below are filed as exhibits to this  registration
         statement:

1.       Form of  certificate  representing  ownership  of  Common  Stock of the
         Registrant   (incorporated  herein  by  reference  to  Exhibit  4.1  of
         Pre-Effective  Amendment No. 2 to the Registration Statement filed with
         the Securities and Exchange Commission on December 21, 1999).

2.       Restated Articles of Organization of the Registrant, as amended
         (incorporated herein by reference to Exhibit 3.1 of Pre-Effective
         Amendment No. 2 to the Registration Statement filed with the Securities
         and Exchange Commission on December 21, 1999).

3.       Amended and Restated Bylaws of the Registrant (incorporated herein by
         reference to Exhibit 3.2 of Pre-Effective Amendment No. 1 to the
         Registration Statement filed with the Securities and Exchange
         Commission on October 15, 1999).

4.       Fourth Amended and Restated Registration Rights Agreement
         (incorporated herein by reference to Exhibit 10.15 of Pre-Effective
         Amendment No. 1 to the Registration Statement filed with the Securities
         and Exchange Commission on October 15, 1999).

5.       Registration  Rights Agreement by and between the Registrant and Boston
         Federal  Savings  Bank dated  August 20, 1999  (incorporated  herein by
         reference to Exhibit 10.16 of the Registration Statement filed with the
         Securities and Exchange Commission on September 27, 1999).

6.       Registration Rights Agreement by and between the Registrant and Phoenix
         Leasing  Incorporated  dated  May  19,  1999  (incorporated  herein  by
         reference  to Exhibit  10.17 of  Pre-Effective  Amendment  No. 1 to the
         Registration   Statement   filed  with  the   Securities  and  Exchange
         Commission on October 15, 1999).

7.       Purchase  Agreement  by and between the  Registrant  and  Massachusetts
         Technology Development Corporation dated June 1988 (incorporated herein
         by reference to Exhibit 10.18 of  Pre-Effective  Amendment No. 1 to the
         Registration   Statement   filed  with  the   Securities  and  Exchange
         Commission on October 15, 1999).

8.       First Amendment to the Purchase Agreement by and between the Registrant
         and Massachusetts Technology Development Corporation dated December 28,
         1988   (incorporated   herein  by   reference   to  Exhibit   10.19  of
         Pre-Effective  Amendment No. 2 to the Registration Statement filed with
         the Securities and Exchange Commission on December 21, 1999).

9.       Second  Amendment  to  the  Purchase   Agreement  by  and  between  the
         Registrant and Massachusetts  Technology Development  Corporation dated
         June 17, 1999  (incorporated  herein by reference  to Exhibit  10.20 of
         Pre-Effective  Amendment No. 2 to the Registration Statement filed with
         the Securities and Exchange Commission on December 21, 1999).

<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.


                                           TELAXIS COMMUNICATIONS CORPORATION



                                        By: /s/ John L. Youngblood
                                           -------------------------------------
                                           John L. Youngblood
                                           President and Chief Executive Officer


Date:  January 20, 2000


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