1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 2000 ================================================================================ 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 --------------------- NOVATEL WIRELESS, INC. (Exact name of Registrant as specified in its charter) --------------------- DELAWARE 86-0824673 (State of incorporation or organization) (IRS Employer Identification No.) 9360 TOWNE CENTRE DRIVE, SUITE 110 92121 SAN DIEGO, CA (Zip Code) (Address of principal executive offices) 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), check the following box. [X] Securities Act registration statement file number to which this form relates: 333-42570 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 ------------------- ------------------------------ None None Securities to be registered pursuant to Section 12(g) of the Act: Common Stock $0.001 par value ----------------------------- (Title of Class)
2 Item 1. Description of Registrant's Securities to be Registered Incorporated by reference to the information set forth under the caption "Description of Securities" in the Registrant's Registration Statement on Form S-1 (SEC File No. 333-42570) (the "Form S-1 Registration Statement"). Item 2. Exhibits The following exhibits are filed as a part of this Registration Statement: 1. Form of Specimen Common Stock Certificate -- incorporated herein by reference to Exhibit 4.1 to the Form S-1 Registration Statement. 2.1 Form of Amended and Restated Certificate of Incorporation -- incorporated herein by reference to Exhibit 3.1 to Form S-1 Registration Statement. 2.2 Form of Amended and Restated Bylaws -- incorporated herein to Exhibit 3.2 to the Form S-1 Registration Statement. 2.3 Amended and Restated Registration Rights Agreement, dated as of June 15, 1999, by and among the Registrant and some of its stockholders - incorporated herein by reference to Exhibit 10.4 to the Form S-1 Registration Statement. 2.4 Amended and Restated Investors' Rights Agreement, dated as of June 30, 2000, by and among the Registrant and some of its stockholders -- incorporated herein by reference to Exhibit 10.5 to the Form S-1 Registration Statement. -2-
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. Date: September 29, 2000 NOVATEL WIRELESS, INC. By: /s/ JOHN MAJOR -------------------------------- John Major, Chief Executive Officer -3-
4 INDEX TO EXHIBITS Exhibit No. Description 1. Form of Specimen Common Stock Certificate -- incorporated herein by reference to Exhibit 4.1 to the Form S-1 Registration Statement. 2.1 Form of Amended and Restated Certificate of Incorporation -- incorporated herein by reference to Exhibit 3.1 to the Form S-1 Registration Statement. 2.2 Form of Amended and Restated Bylaws -- incorporated herein by reference to Exhibit 3.2 to the Form S-1 Registration Statement. 2.3 Amended and Restated Registration Rights Agreement, dated as of June 15, 1999, by and among the Registrant and some of its stockholders - incorporated herein by reference to Exhibit 10.4 to the Form S-1 Registration Statement. 2.4 Amended and Restated Investor's Rights Agreement, dated as of June 30, 2000, by and among the Registrant and some of its stockholders -- incorporated herein by reference to Exhibit 10.5 to the Form S-1 Registration Statement. -4-