<PAGE> 1
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
RF MICRO DEVICES, INC.
-----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
North Carolina 56-1733461
- ---------------------------------------- --------------------
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
7625 Thorndike Road, Greensboro, North Carolina 27409-9421
- ----------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
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(g) OF THE ACT:
Common Stock, No Par Value
--------------------------
(Title of class)
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered.
The information required by Item 1 is incorporated herein by reference
to the cover page of the Prospectus (the "Prospectus") included in the
Registrant's Registration Statement on Form S-1 initially filed with the
Commission on February 28, 1997, as amended (File No. 333-22625) (the
"Registration Statement"), and the information contained under the heading
"Description of Capital Stock" in the Prospectus.
Item 2. Exhibits.
The following exhibits are filed as a part of this registration
statement:
3.1* Articles of Incorporation of RF Micro Devices, Inc.
3.2* Bylaws of RF Micro Devices, Inc.
4.1* Specimen Certificate of Common Stock
4.2* Warrant, dated August 7, 1995, for the purchase of up to
54,546 shares of Common Stock
4.3* Warrant, dated November 10, 1995, for the purchase of up to
12,400 shares of Common Stock
4.4* Subordinated Convertible Promissory Note, dated June 6, 1996
4.5* Warrant, dated June 6, 1996, for the purchase of up to
1,111,111 shares of Common Stock
4.6* Warrant, dated June 6, 1996, for the purchase of up to
1,000,000 shares of Common Stock
4.7* Warrant, dated February 25, 1997, for the purchase of up to
41,322 shares of Common Stock
* Incorporated by reference to the exhibits of the same number to the
Registration Statement.
<PAGE> 3
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 2, 1997
RF MICRO DEVICES, INC.
By: /s/ William A. Priddy, Jr.
-----------------------------------------
William A. Priddy, Jr.
Vice President of Finance and Treasurer
