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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
FIELDWORKS, INCORPORATED
(Exact name of registrant as specified in its charter)
Minnesota 41-1731723
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
9961 Valley View Road
Eden Prairie, Minnesota 55344
(Address of principal executive offices) (Zip Code)
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(b) of the Act: Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
(Title of class)
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This Registration Statement Consists of 4 Pages
Exhibit Index on Page 4
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Item 1. Description of Registrant's Securities to be Registered.
The description of the common stock, $.001 par value (the "Common Stock"),
of FieldWorks, Incorporated (the "Company") to be registered hereunder is
contained under the caption "Description of Capital Stock" in the Prospectus
constituting as part of the Registration Statement on Form S-1 (File No. 333-
18335) filed by the Company with the Securities and Exchange Commission on
December 20, 1996 (the "Registration Statement"), including any amendments
thereto, which description is incorporated herein by reference.
Item 2. Exhibits.
1. Amended and Restated Articles of Incorporation of the Company (incorporated
by reference to Exhibit 3.1 to the Company's Registration Statement).
2. Second Amended and Restated Articles of Incorporation of the Company (to be
effective upon closing of the Company's initial public offering)
(incorporated by reference to Exhibit 3.2 to the Company's Registration
Statement).
3. Amended and Restated Bylaws of the Company (incorporated by reference to
Exhibit 3.3 to the Company's Registration Statement).
4. Second Amended and Restated Bylaws of the Company (as proposed to be
effective upon closing of the Company's initial public offering)
(incorporated by reference to Exhibit 3.4 to the Company's Registration
Statement).
5. Form of Certificate for Common Stock (incorporated by reference to Exhibit
4.1 to the Company's Registration Statement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Company has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
Date: March 11, 1997
FIELDWORKS, INCORPORATED
By /s/ Gary J. Beeman
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Gary J. Beeman
President and Chief Executive Officer
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FieldWorks, Incorporated
Form 8-A Exhibit Index
Exhibit
Number Exhibits
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1. Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement).
2. Second Amended and Restated Articles of Incorporation of the Company
(to be effective upon closing of the Company's initial public
offering) (incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement).
3. Amended and Restated Bylaws of the Company (incorporated by reference
to Exhibit 3.3 to the Company's Registration Statement).
4. Second Amended and Restated Bylaws of the Company (as proposed to be
effective upon closing of the Company's initial public
offering) (incorporated by reference to Exhibit 3.4 to the Company's
Registration Statement).
5. Form of Certificate for Common Stock (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement).
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