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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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CELLNET FUNDING, LLC
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(Exact name of Registrant as specified in its charter)
DELAWARE 94-3298620
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(STATE OF INCORPORATION OR ORGANIZATION) (IRS EMPLOYER IDENTIFICATION NO.)
125 SHOREWAY ROAD
SAN CARLOS, CA 94070
(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), 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 Act registration statement file number to which this form
relates: ............. (if applicable)
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:
Convertible Preferred Securities
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Incorporated by reference to the information set forth under the
caption "Description of Funding Preferred Securities" in the Registrant's
Registration Statement on Form S-3 filed April 23, 1998 (Registration No.
333-50851) (the "Form S-3 Registration Statement").
ITEM 2. EXHIBITS
The following exhibits are filed as a part of this Registration Statement:
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EXHIBIT NO.: DESCRIPTION OF EXHIBITS
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*1: Certificate of Incorporation of CellNet Data
Systems, Inc. filed on February 10, 1998.
**2: By-Laws of CellNet Data Systems, Inc.
***3: Certificate of Formation of CellNet Funding, LLC
filed April 21, 1998 with the Secretary of State of
the State of Delaware.
****4: Amended and Restated Limited Liability Company
Agreement of CellNet Funding, LLC, dated as of
April __, 1998.
*****5: Form of Guarantee Agreement, dated April __, 1998,
between CellNet Data Systems, Inc. and CellNet
Funding, LLC.
+ 6: Form of Escrow and Security Agreement, dated April
__, 1998, among CellNet Data Systems, Inc., CellNet
Funding, LLC and The Bank of New York.
++ 7: Form of Written Action of the Manager of CellNet
Funding, LLC, dated as of April __, 1998, with
respect to the terms of the ___% Exchangeable
Limited Liability Company Preferred Securities.
+++ 8: Form of Certificate of Designation, Rights and
Preferences of the Preferred Stock Mandatorily
Redeemable 2010 of CellNet Data Systems, Inc. filed
April __, 1998 with the Secretary of State of the
State of Delaware.
++++ 9: Form of Preferred Stock of CellNet Data Systems,
Inc.
+++++ 10: Form of Preferred Security of CellNet Funding, LLC.
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* Incorporated by reference to Exhibit 4.1 of the Registration
Statement.
** Incorporated by reference to Exhibit 4.2 of the Registration
Statement.
*** Incorporated by reference to Exhibit 4.3 of the Registration
Statement.
**** Incorporated by reference to Exhibit 4.4 of the Registration
Statement.
***** Incorporated by reference to Exhibit 4.6 of the Registration
Statement.
+ Incorporated by reference to Exhibit 4.7 of the Registration
Statement.
++ Incorporated by reference to Exhibit 4.8 of the Registration
Statement.
+++ Incorporated by reference to Exhibit 4.9 of the Registration
Statement.
++++ Incorporated by reference to Exhibit 4.10 of the Registration
Statement.
+++++ Incorporated by reference to Exhibit 4.11 of the Registration
Statement.
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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.
Date: May 11, 1998 CellNet Funding, LLC
By: CellNet Data Systems, Inc., its Manager
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By: /s/ JOHN M. SEIDL
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John M. Seidl
Chairman of the Board, President and
Chief Executive Officer
