<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
Paradyne Networks, Inc.
-----------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 75-2658219
- ------------------------------------------ --------------------
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
8545 - 126th Ave. North, Largo, Florida 33773
- ------------------------------------------ --------------------
(Address of principal executive offices) (Zip code)
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 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. [X]
Securities Act registration statement number to which this form
relates: 333-76385
------------- (if applicable)
1.
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Common Stock to be registered hereunder is
contained in the section entitled "Description of Capital Stock," commencing at
page 73 of the Prospectus included in the Registrant's Form S-1 Registration
Statement, as amended (No 333-76385), initially filed with the Securities and
Exchange Commission (the "Commission") on April 15, 1999 (the "Registration
Statement") and is incorporated herein by reference.
ITEM 2. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
3.1 Amended and Restated Certificate of Incorporation of
Registrant (1)
3.2 Amended and Restated Bylaws of Registrant (1)
4.2 Specimen Stock Certificate (1)
- -----------------
(1) Filed as an exhibit to the Registration Statement and incorporated
herein by reference.
2.
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Paradyne Networks, Inc.
----------------------------------
(Registrant)
Date: June 24, 1999 By: /s/ James L. Slattery
-------------------------------
3.