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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
CELLNET DATA SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-2951096
(STATE OF INCORPORATION OR ORGANIZATION) (IRS EMPLOYER IDENTIFICATION NO.)
125 SHOREWAY ROAD, SAN CARLOS, CALIFORNIA 94070
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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 $0.001 PAR VALUE
(TITLE OF CLASS)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
INCORPORATED BY REFERENCE TO PAGE 60 OF THE PRELIMINARY PROSPECTUS
CONTAINED IN THE REGISTRANT'S REGISTRATION STATEMENT ON FORM S-1
(FILE NO. 333-09537), AS AMENDED, AND ORIGINALLY FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON AUGUST 5, 1996 (THE
"REGISTRATION STATEMENT").
ITEM 2. EXHIBITS
The following exhibits are filed as a part of this registration
*1. FORM OF SPECIMEN CERTIFICATE FOR REGISTRANT'S COMMON STOCK.
**2. RESTATED CERTIFICATE OF INCORPORATION OF REGISTRANT.
***3. FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
REGISTRANT EFFECTING A TWO-FOR-ONE COMMON STOCK SPLIT.
****4. FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
REGISTRANT TO BE FILED AFTER CLOSING OF THE OFFERING MADE
PURSUANT TO THE REGISTRATION STATEMENT.
*****5. BYLAWS.
******6. FORM OF BYLAWS TO BE EFFECTIVE ON OR ABOUT THE CLOSING OF THE
OFFERING MADE UNDER THE REGISTRATION STATEMENT.
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* INCORPORATED BY REFERENCE TO REFERENCE TO EXHIBIT 4.1 TO THE
REGISTRATION STATEMENT.
** INCORPORATED BY REFERENCE TO EXHIBIT 3.1A TO THE REGISTRATION
STATEMENT.
*** INCORPORATED BY REFERENCE TO EXHIBIT 3.1B TO THE REGISTRATION
STATEMENT.
**** INCORPORATED BY REFERENCE TO EXHIBIT 3.1C TO THE REGISTRATION
STATEMENT.
***** INCORPORATED BY REFERENCE TO EXHIBIT 3.2A TO THE REGISTRATION
STATEMENT.
****** INCORPORATED BY REFERENCE TO EXHIBIT 3.2B TO THE REGISTRATION
STATEMENT.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: September 23, 1996 CELLNET DATA SYSTEMS, INC.
By: /s/ JOHN M. SEIDL
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John M. Seidl
President and Chief
Executive Officer
