1 As filed with the Securities and Exchange Commission on August 10, 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 PDF SOLUTIONS, INC. (Exact name of registrant as specified in its charter) DELAWARE 25-1701361 (State of incorporation or organization) (IRS Employer Identification No.) 333 WEST SAN CARLOS ST., SUITE 700, SAN JOSE, CA 95110 (Address of principal executive offices) (Zip Code) If this form relates to the registration of a class If this form relates to the registration of a class of securities pursuant to Section 12(b) of the of securities pursuant to Section 12(g) of the Exchange Exchange Act and is effective pursuant to General Act and is effective pursuant to General Instruction Instruction A.(c), check the following box. [ ] A.(d), check the following box. [X] Securities Act registration statement file number to which this form relates: 333-43192 (if applicable) 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, $0.0001 par value per share ----------------------------------------- (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 Capital Stock" in the Registrant's Registration Statement on Form S-1 (SEC File No. 333-43192) (the "Form S-1 Registration Statement"). Item 2. Exhibits The following exhibits are filed as a part of this Registration Statement: 1.1* Specimen certificate for Registrant's Common Stock -- incorporated herein by reference to Exhibit 4.1 to the Form S-1 Registration Statement. 2.1 Amended and Restated Certificate of Incorporation -- incorporated herein by reference to Exhibit 3.1 to the Form S-1 Registration Statement. 2.2 Second Amended and Restated Certificate of Incorporation (proposed)-- incorporated herein by reference to Exhibit 3.2 to the Form S-1 Registration Statement. 2.3 Amended and Restated Bylaws-- incorporated herein by reference to Exhibit 3.3 to the Form S-1 Registration Statement. 2.4 Amended and Restated Bylaws (proposed) -- incorporated herein by reference to Exhibit 3.4 to the Form S-1 Registration Statement. 2.5 First Amended and Restated Rights Agreement dated August 4, 2000 between the Registrant and certain holders of the Registrant's securities -- incorporated herein by reference to Exhibit 4.2 to the Form S-1 Registration Statement. * To be filed by amendment. 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: August 10, 2000 PDF SOLUTIONS, INC. By: /s/ P. Steven Melman -------------------------------- Name: P. Steven Melman Title: Vice President, Finance and Administration and Chief Financial Officer 3
4 INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- 1.1* Specimen certificate for Registrant's Common Stock -- incorporated herein by reference to Exhibit 4.1 to the Form S-1 Registration Statement. 2.1 Amended and Restated Certificate of Incorporation -- incorporated herein by reference to Exhibit 3.1 to the Form S-1 Registration Statement. 2.2 Second Amended and Restated Certificate of Incorporation (proposed)-- incorporated herein by reference to Exhibit 3.2 to the Form S-1 Registration Statement. 2.3 Amended and Restated Bylaws-- incorporated herein by reference to Exhibit 3.3 to the Form S-1 Registration Statement. 2.4 Amended and Restated Bylaws (proposed) -- incorporated herein by reference to Exhibit 3.4 to the Form S-1 Registration Statement. 2.5 First Amended and Restated Rights Agreement dated August 4, 2000 between the Registrant and certain holders of the Registrant's securities -- incorporated herein by reference to Exhibit 4.2 to the Form S-1 Registration Statement. * To be filed by Amendment. 4