Table of Contents

 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Synchronoss Technologies, Inc.
(Exact Name of Registrant as Specified in Its Charter)
         
Delaware
  06-1594540
(State of Incorporation or Organization)
  (I.R.S. Employer
 
  Identification no.)
 
       
750 Route 202 South
    08807  
Suite 600
       
Bridgewater, New Jersey
       
(Address of Principal Executive Offices)
  (Zip Code)
         
 
  If this form relates to   If this form relates to
 
  the registration of a class of   the registration of a class of
 
  securities pursuant to Section   securities pursuant to Section
 
  12(b) of the Exchange Act and   12(g) of the Exchange Act and
 
  is effective pursuant to   is effective pursuant to
 
  General Instruction A.(c),   General Instruction A.(d),
 
  please check the following   please check the following
 
  box. ¨   box. x
Securities Act registration statement file number to which this form relates:   333-132080
(If Applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
     
Title of Each Class   Name of Each Exchange on Which Each
to be so Registered   Class is to be Registered
 
   
Not Applicable
  Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 par value
(Title of Class)
 
 

 


TABLE OF CONTENTS

Item 1. Description of Registrant’s Securities to be Registered.
Item 2. Exhibits.
SIGNATURE
EXHIBITS


Table of Contents

Item 1.   Description of Registrant’s Securities to be Registered.
     See the “Description of Capital Stock” section included in the Registration Statement on Form S-1 (File No. 333-132080) of Synchronoss Technologies, Inc. (the “Registrant”), initially filed with the Securities and Exchange Commission on February 28, 2006, as amended by any amendments to such Registration Statement and by any form of prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, in connection with such Registration Statement (the “S-1 Registration Statement”), which section is hereby incorporated by reference.
Item 2.   Exhibits.
     
3.1*
  Amended and Restated Certificate of Incorporation of the Registrant.
 
   
3.2*
  Form of Restated Certificate of Incorporation of the Registrant to take effect as of the closing of the offering.
 
   
3.3*
  Bylaws of the Registrant.
 
   
3.4*
  Form of Amended and Restated Bylaws of the Registrant to take effect as of the closing of the offering.
 
   
4.2*
  Form of Registrant’s Common Stock certificate.
 
   
4.3*
  Amended and Restated Investors Rights Agreement, dated December 22, 2000, by and among the Registrant, certain stockholders and the investors listed on the signature pages thereto.
 
   
4.4*
  Amendment No. 1 to Registrant’s Amended and Restated Investors Rights Agreement, dated April 27, 2001, by and among the Registrant, Registrant, certain stockholders and the investors listed on the signature pages thereto.
 
   
4.5*
  Registration Rights Agreement, dated November 13, 2000, by and among the Registrant and the investors listed on the signature pages thereto.
 
   
4.6*
  Amendment No. 1 to Registrant’s Registration Rights Agreement, dated May 21, 2001, by and among the Registrant, certain stockholders listed on the signature pages thereto and Silicon Valley Bank.
 
* Filed as an exhibit to the S-1 Registration Statement and incorporated herein by reference.
SIGNATURE
     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
         
Dated: June 13, 2006   SYNCHRONOSS TECHNOLOGIES, INC.
 
       
 
  By:   /s/ Stephen G. Waldis
 
       
 
  Name:
Title:
  Stephen G. Waldis
President & Chief Executive Officer

 


Table of Contents

EXHIBITS
     
Exhibit    
Number   Description
3.1*
  Amended and Restated Certificate of Incorporation of the Registrant.
 
   
3.2*
  Form of Restated Certificate of Incorporation of the Registrant to take effect as of the closing of the offering.
 
   
3.3*
  Bylaws of the Registrant.
 
   
3.4*
  Form of Amended and Restated Bylaws of the Registrant to take effect as of the closing of the offering.
 
   
4.2*
  Form of Registrant’s Common Stock certificate.
 
   
4.3*
  Amended and Restated Investors Rights Agreement, dated December 22, 2000, by and among the Registrant, certain stockholders and the investors listed on the signature pages thereto.
 
   
4.4*
  Amendment No. 1 to Registrant’s Amended and Restated Investors Rights Agreement, dated April 27, 2001, by and among the Registrant, Registrant, certain stockholders and the investors listed on the signature pages thereto.
 
   
4.5*
  Registration Rights Agreement, dated November 13, 2000, by and among the Registrant and the investors listed on the signature pages thereto.
 
   
4.6*
  Amendment No. 1 to Registrant’s Registration Rights Agreement, dated May 21, 2001, by and among the Registrant, certain stockholders listed on the signature pages thereto and Silicon Valley Bank.
* Filed as an exhibit to the S-1 Registration Statement and incorporated herein by reference.