1 As filed with the Securities and Exchange Commission on July 24, 2001 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- FORM 8-A/A AMENDMENT NO. 1 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 If this form relates to the registration of a class of securities pursuant to Section 12(b) class of securities pursuant to Section of the Exchange Act and is effective 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(c) pursuant to General Instruction A.(d), check the following box. [ ] 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, $0.00015 par value per share ------------------------------------------- (Title of Class)
2 This Amendment No. 1 amends and supplements the following item of the Form 8-A originally filed on August 10, 2000 by PDF Solutions, Inc., a corporation organized under the laws of Delaware (the "Company"): Item 2- Exhibits 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, as amended (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 Third 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 Second Amended and Restated Rights Agreement dated July 6, 2001 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. 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: July 24, 2001 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 Third 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 Second Amended and Restated Rights Agreement dated July 6, 2001 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. 4