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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AIRNET COMMUNICATIONS CORPORATION
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(Exact name of registrant as specified in its charter)
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DELAWARE 59-3218138
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
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100 RIALTO PLACE, SUITE 300, MELBOURNE, FLORIDA 32901
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Not Applicable
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), please check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-87693 (if applicable).
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value per share
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of capital stock set forth under the caption "Description of
Capital Stock" in the Prospectus included in the Registrant's Registration
Statement on Form S-1 (File No. 333-87693), as originally filed or subsequently
amended (the "Registration Statement on Form S-1"), which Registration Statement
on Form S-1 was originally filed with the Securities and Exchange Commission on
September 24, 1999, is incorporated herein by reference.
ITEM 2. EXHIBITS.
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Exhibit
Number Exhibit Title
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*3.1 Sixth Amended and Restated Certificate of Incorporation of AirNet
Communications Corporation.
*3.2 Second Amended and Restated By-Laws of AirNet Communications Corporation.
*4.1 Specimen Certificate evidencing shares of Common Stock.
*4.2 Second Amended and Restated Shareholders' and Registration Rights Agreement
dated as of April 16, 1997.
*4.3 First Amendment to Second Amended and Restated Shareholders' and Registration
Rights Agreement dated as of September 20, 1999.
*4.4 Second Amended and Restated Agreement Among Series E, Series F and Series G
Preferred Stockholders and Senior Registration Rights Agreement dated as of
September 7, 1999.
*4.5 First Amendment to Second Amended and Restated Agreement Among
Series E, Series F and Series G Preferred Stockholders and Senior
Registration Rights Agreement dated as of September 20, 1999.
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* Incorporated herein by reference to the exhibits of the same number in the
Registration Statement on Form S-1 (File No. 333-87693).
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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.
AIRNET COMMUNICATIONS CORPORATION
Dated: November 19, 1999
By: /s/ R. Lee Hamilton, Jr.
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R. Lee Hamilton, Jr.
President and Chief Executive Officer
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