8-A12G 1 d8a12g.txt FORM 8-A12G 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 R2 Technology, Inc. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 77-0347993 --------------------------------- -------------------------------- (State of Incorporation (I.R.S. Employer or Organization) Identification No.) 1195 West Fremont Avenue, Sunnyvale, California 94087 ------------------------------------------------- -------------------- (Address of Principal Executive Offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of securities registration of a class of pursuant to Section 12(g) securities pursuant to Section 12(b) of the Exchange Act and is effective of the Exchange Act and is effective pursuant to General Instruction pursuant to General Instruction A. (d), please check the A. (c), please check the following following box. [X] box. [ ] Securities Act registration statement file number to which this form relates: 333-76084 Securities to be Registered Pursuant to Section 12(b) of the Act: None. Securities to be Registered Pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 -------------------------------------------------------------------------------- (Title of Class) 1 Item 1. Description of Registrant's Securities to be Registered. The description of the Common Stock of Registrant set forth under the caption "Description of Capital Stock" in Registrant's Registration Statement on Form S-1 (File No. 333-76084) as originally filed with the Securities and Exchange Commission on December 28, 2001 and as subsequently amended (the "Registration Statement"), and in the prospectus included in the Registration Statement, is hereby incorporated by reference in response to this item. Item 2. Exhibits. The following exhibits are filed herewith or are incorporated by reference as indicated below. Exhibit Number Description -------------- ----------- 3.1* Amended and Restated Certificate of Incorporation, as currently in effect. 3.2+ Form of Amended and Restated Certificate of Incorporation to be effective upon the completion of the Registrant's initial public offering. 3.3* Bylaws, as currently in effect. 3.4+ Form of Amended and Restated Bylaws, to be effective upon completion of the Registrant's initial public offering. 4.1+ Specimen Stock Certificate. 4.2* Amended and Restated Voting Agreement dated May 14, 1999. 4.3* Amended and Restated Stockholder Rights Agreement, effective as of December 6, 2001. 4.4* Amended and Restated First Refusal and Co-Sale Agreement, effective as of December 6, 2001. * Incorporated by reference to the identically numbered exhibit to the Registration Statement on Form S-1 of R2 Technology, Inc. filed by R2 Technology, Inc. December 28, 2001, as amended (Registration No. 333-76084). + To be filed by amendment to the Registration Statement on Form S-1 of R2 Technology, Inc. filed by R2 Technology, Inc. December 28, 2001, as amended (Registration No. 333-76084). 2 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, thereunto duly authorized. Date: February 11, 2002 R2 Technology, Inc. By: /s/ Michael S. Klein ----------------------------------------- Michael S. Klein President and Chief Executive Officer 3