SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NETWORK COMPUTING DEVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0177255
(State of incorporation) (I.R.S. Employer Identification No.)
350 NORTH BERNARDO AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043
(Address of principal executive offices) (Zip Code)
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 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, $0.001 par value
(Title of class)
AMENDMENT NO. 2 TO FORM 8-A
The undersigned registrant hereby amends the following items, exhibits or
other portions of its Application for Registration on Form 8-A filed April 27,
1992, as amended January 14, 1999, for its Common Stock as follows:
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
COMMON STOCK
The holders of Common Stock are entitled to one vote for each share held of
record on all matters to be voted on by stockholders and such common stock does
not have cumulative voting rights with respect to any matter. Subject to the
preferences held by holders of Preferred Stock, the holders of Common Stock are
entitled to receive ratably such dividends, if any, as may be declared from time
to time by the Board of Directors in its discretion from funds legally available
therefor. In the event of liquidation, dissolution or winding up of the
Company, the remainder of the assets of the Company, after payment of
liabilities and the liquidation preferences of any outstanding shares of
Preferred Stock, will be distributed ratably among the holders of Commons Stock.
There are no preemptive or other subscription rights and there are no conversion
rights or redemption or sinking fund provisions applicable to the Common Stock.
All of the outstanding share of Common Stock are fully paid and nonassessable.
ITEM 2. EXHIBITS
The following exhibits are filed herewith:
3.1 Restated Certificate of Incorporation of Registrant.
3.2 Amended and Restated Bylaws of Registrant.
4.1 Rights Agreement dated August 12, 1997 between the Registrant and
ChaseMellon Shareholder Services, L.L.C.(1)
4.2 Rights Amendment dated December 31, 1998 between the Registrant
and ChaseMellon Shareholder Services, L.L.C. (2)
(1) Incorporated herein by reference to Exhibit 4.1 to the Company's
Registration Statement on Form 8-A/A filed April 1, 1999.
(2) Incorporated herein by reference to Exhibit 4.2 to the Company's
Registration Statement on Form 8-A/A filed April 1, 1999.
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.
NETWORK COMPUTING DEVICES, INC.
Date: March 31, 1999
By: /s/ Rudolph G. Morin
--------------------
Rudolph G. Morin
Executive Vice President, Operations and
Finance, and Chief Financial Officer
EXHIBIT INDEX
Exhibit Description
- ------- -----------
3.1 Restated Certificate of Incorporation of Registrant.
3.2 Amended and Restated Bylaws of Registrant.
4.1 Rights Agreement dated August 12, 1997 between the Registrant and
ChaseMellon Shareholder Services, L.L.C.(1)
4.2 Rights Amendment dated December 31, 1998 between the Registrant and
ChaseMellon Shareholder Services, L.L.C. (2)
(1) Incorporated herein by reference to Exhibit 4.1 to the Company's
Registration Statement on Form 8-A/A filed April 1, 1999.
(2) Incorporated herein by reference to Exhibit 4.2 to the Company's
Registration Statement on Form 8-A/A filed April 1, 1999.