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 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) 2 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. EXHIBIT NUMBER DESCRIPTION - ------ ----------- 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).) 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. Com21, Inc. Date: April 8, 1998 By: /s/ David L. Robertson --------------------------------------- David L. Robertson, Vice President, Finance Chief Financial Officer and Secretary