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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
COM21, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 94-3201698
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
750 Tasman Drive
Milpitas, CA 95035
(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 effective
filing pursuant to General 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 $0.001 PER SHARE
(TITLE OF CLASS)
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ITEM 1. Description of Registrant's Securities to be Registered.
Incorporated herein by reference to the Description of Capital
Stock section of the Company's Registration Statement on Form S-1 (File No.
333-48107) (the "Registration Statement") as originally filed on March 17, 1998,
and as subsequently amended.
ITEM 2. Exhibits.
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EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
3.1 Form of Registrant's Amended and Restated Certificate of
Incorporation to be filed with the Delaware Secretary of State
upon effectiveness of the Offering. (Incorporated herein by
reference to Exhibit 3.1 to the Company's Registration Statement
on Form S-1 (File No. 333-48107).)
3.2 Form of Registrant's Amended and Restated Bylaws to be effective
upon the effectiveness of the Offering. (Incorporated herein by
reference to Exhibit 3.2 to the Company's Registration Statement
on Form S-1 (File No. 333-48107).)
4.1 Specimen of Registrant's Common Stock Certificate. (Incorporated
herein by reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-1 (File No. 333-48107).)
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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.
Com21, Inc.
Date: April 8, 1998 By: /s/ David L. Robertson
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David L. Robertson, Vice President,
Finance Chief Financial Officer
and Secretary
