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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 12(g) of the
Securities Exchange Act of 1934
Advanced Fibre Communications, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 68-0277743
(STATE OF INCORPORATION (I.R.S. EMPLOYER
OR ORGANIZATION) IDENTIFICATION NO.)
1445 McDowell Boulevard North
Petaluma, California 94954
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent
the following box. / / registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. / /
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
Not Applicable Not Applicable
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS)
1.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the common stock, $0.01 par value (the "Common
Stock"), of Advanced Fibre Communications, Inc. (the "Registrant") is
incorporated herein by reference to the section entitled "Description of Capital
Stock" in the Registrant's registration statement, as amended, on Form S-1 (File
No. 333-8921) (the "Registrant's Registration Statement") filed under the
Securities Act of 1933, as amended (the "Securities Act"). In the event that
the Registrant subsequently files a prospectus pursuant to Rule 424(b) under the
Securities Act, the description of the Common Stock of the Registrant shall be
deemed to be incorporated by reference to the section entitled "Description of
Capital Stock" in such prospectus and not deemed to be incorporated by reference
to the Registrant's Registration Statement.
ITEM 2. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- - ------- -----------
1.1 Specimen Certificate of Common Stock - incorporated herein by
reference to Exhibit 4.1 to the Company's Registration Statement.
1.2 Series E Preferred Stock Purchase Agreement, dated September 29, 1995,
between the Registrant and certain purchasers of the Registrant's
Series E Preferred Stock - incorporated herein by reference to Exhibit
4.2 to the Company's Registration Statement.
1.3 Second Amended and Restated Certificate of Incorporation of the
Registrant - incorporated herein by reference to Exhibit 3.1 to the
Company's Registration Statement.
1.4 Form of Third Amended and Restated Certificate of Incorporation of the
Registrant - incorporated herein by reference to Exhibit 3.2 to the
Company's Registration Statement.
1.5 Form of Fourth Amended and Restated Certificate of Incorporation of
the Registrant - incorporated herein by reference to Exhibit 3.3 to
the Company's Registration Statement.
2.
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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.
ADVANCED FIBRE COMMUNICATIONS,
INC.
Date: July 31, 1996
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By: /s/ Donald Green
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Donald Green, Chairman of the Board
and Chief Executive Officer
3.
