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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
McDATA CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 84-1421844
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
310 Interlocken Parkway, Broomfield, CO 80021
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(Address of principal executive offices) (Zip Code)
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If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section 12(b) of class of securities pursuant to Section 12(g)
the Exchange Act and is effective pursuant to of the Exchange Act and is effective pursuant
General Instruction A.(c), check the following to General Instruction A. (d), check the
box. [ ] following box. [ X ]
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Securities Act registration statement file number to which this form relates:
333-38106
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class is to be registered
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N/A N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Class B Common Stock, par value $0.01 per share
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Capital Stock
The information required by Item 202 of Regulation S-K is provided
under the heading "Description of Capital Stock" in the Registrant's
Registration Statement on Form S-1 (Registration No. 333-38106), as
initially filed with the Securities and Exchange Commission on May 31,
2000, and as amended from time to time (as so amended, the
"Registration Statement"). Such portion of the Registration Statement
is hereby incorporated by reference and made a part hereof.
ITEM 2. EXHIBITS
1. Amended and Restated Certificate of Incorporation of the
Registrant (included as Exhibit 3.1 to the Registration Statement
and incorporated by reference herein)
2. Amended and Restated By-Laws of the Registrant (included as
Exhibit 3.2 to the Registration Statement and incorporated by
reference herein)
3. Form of Registrant's Class B Common Stock Certificate (included
as Exhibit 4.1 to the Registration Statement and incorporated by
reference herein)
4. Investors' Rights Agreement dated as of October 1, 1997 by and
among the Registrant, EMC Corporation, McDATA Holdings
Corporation and certain investors (including as Exhibit 4.2 to
the Registration Statement and incorporated by reference herein)
5. Amendment No. 1 to the Investors' Rights Agreement dated May 23,
2000 by and among the Registrant, McDATA Holdings Corporation and
certain investors (included as Exhibit 4.3 to the Registration
Statement and incorporated by reference herein)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
McDATA CORPORATION
By /s/ John F. McDonnell
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John F. McDonnell
President and Chief Executive Officer
Dated: August 4, 2000
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EXHIBIT
NUMBER EXHIBITS
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1. Amended and Restated Certificate of Incorporation of the
Registrant (included as Exhibit 3.1 to the Registration Statement
and incorporated by reference herein)
2. Amended and Restated By-Laws of the Registrant (included as
Exhibit 3.2 to the Registration Statement and incorporated by
reference herein)
3. Form of Registrant's Class B Common Stock Certificate (included
as Exhibit 4.1 to the Registration Statement and incorporated by
reference herein)
4. Investors' Rights Agreement dated as of October 1, 1997 by and
among the Registrant, EMC Corporation, McDATA Holdings
Corporation and certain investors (including as Exhibit 4.2 to
the Registration Statement and incorporated by reference herein)
5. Amendment No. 1 to the Investors' Rights Agreement dated May 23,
2000 by and among the Registrant, McDATA Holdings Corporation and
certain investors (included as Exhibit 4.3 to the Registration
Statement and incorporated by reference herein)
