UNITED STATES
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
DOLBY LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 90-0199783 | |
(State of incorporation or organization) | (I.R.S. Employer Identification No.) |
100 Potrero Avenue, San Francisco, California, 94103
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act: None
Title of each class to be so registered |
Name of each exchange on which each class is to be registered |
|
N/A | N/A |
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 (if applicable): None
Securities to be registered pursuant to Section 12(g) of the Act:
Class B Common Stock, $0.001 par value per share
(Title of class)
Item 1. Description of Registrants Securities to be Registered.
Dolby Laboratories, Inc. (the Registrant) hereby incorporates by reference the description of its Class B Common Stock contained under the heading Description of Capital Stock in the prospectus that forms a part of Registrants Registration Statement on Form S-1 (File No. 333-120614), filed with the Securities and Exchange Commission (the Commission) on November 19, 2004, as subsequently amended (the Registration Statement), together with the description contained under such caption included in the form of final prospectus filed separately by Registrant with the Commission on February 17, 2005 pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
Item 2. Exhibits.
The following exhibits are filed herewith or incorporated by reference herein as indicated below:
3.1* | Amended and Restated Certificate of Incorporation of the Registrant. | |
3.2* | Amended and Restated Bylaws of the Registrant. | |
4.1 | Form of Class B Common Stock certificate of the Registrant. |
* | Incorporated by reference to the identically numbered exhibit to the Registration Statement on Form S-1 of Dolby Laboratories, Inc. filed on November 19, 2004, as amended (File No. 333-120614). |
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: January 25, 2006 |
DOLBY LABORATORIES, INC. | |||
By: |
/s/ Mark Anderson |
|||
Mark Anderson | ||||
Vice President, General Counsel |
EXHIBIT INDEX
Exhibit
Number |
Description |
|
3.1* | Amended and Restated Certificate of Incorporation of the Registrant. | |
3.2* | Amended and Restated Bylaws of the Registrant. | |
4.1 | Form of Class B Common Stock certificate of the Registrant. |
* | Incorporated by reference to the identically numbered exhibit to the Registration Statement on Form S-1 of Dolby Laboratories, Inc. filed on November 19, 2004, as amended (File No. 333-120614). |
Exhibit 4.1
CLASS B COMMON STOCK | CLASS B COMMON STOCK | |||||
NUMBER | SHARES |
[DOLBY LABORATORIES, INC. LOGO]
THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ AND NEW YORK, NY |
SEE REVERSE FOR CERTAIN DEFINITIONS |
DOLBY LABORATORIES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
FULLY PAID AND NONASSESSABLE SHARES OF THE CLASS B COMMON STOCK, $0.001 PAR VALUE, OF
DOLBY LABORATORIES, INC.
transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
Dated:
[DOLBY LABORATORIES, INC. SEAL]
CHAIRMAN OF THE BOARD | COUNTERSIGNED AND REGISTERED: | |||||||||
EQUISERVE TRUST COMPANY, N.A. | ||||||||||
SECRETARY | TRANSFER AGENT AND REGISTRAR | |||||||||
BY |
|
|||||||||
AUTHORIZED OFFICER |
DOLBY LABORATORIES, INC.
The Corporation will furnish upon request and without charge to each stockholder the powers, designations, preferences and relative, participating, optional and other special rights of each class of stock and series within a class of stock of the Corporation, as well as the qualifications, limitations and restrictions relating to those preferences and/or rights. A stockholder may make the request to the Corporation or to the Transfer Agent and Registrar.
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM | | as tenants in common | UNIF GIFT MIN ACT | | Custodian | |||||||
(Cust) (Minor) | ||||||||||||
TEN ENT | | as tenants by the entireties | under Uniform Gifts to Minors | |||||||||
Act | ||||||||||||
JT TEN | | as joint tenants with right of survivorship and not as tenants in common | (State) | |||||||||
UNIF TRF MIN ACT | | Custodian (until age ) | ||||||||||
under Uniform Transfers | ||||||||||||
(Minor) | ||||||||||||
To Minors Act | ||||||||||||
(State) |
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE |
||||||||||||
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)
Shares of the Class B Common Stock represented by the within Certificate and do hereby irrevocably constitute and appoint
Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
DATED | X | |||||
X |
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NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST STRICTLY CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR AND WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. | ||||||
SIGNATURE(S) GUARANTEED: | ||||||
BY |
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THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION, (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. |
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.