Form 8-A

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 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 


Infinera Corporation

(Exact name of registrant as specified in its charter)

 


 

Delaware   77-0560433

(State of incorporation

or organization)

 

(I.R.S. Employer

Identification No.)

 

169 Java Drive

Sunnyvale, California

  94089
(Address of principal executive offices)   (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

 

Name of each exchange on which

each class is to be registered

Common Stock, $0.001 par value per share   The NASDAQ Stock Market LLC

 


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.  x

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.  ¨

Securities Act registration statement file number to which this form relates: 333-140876

Securities to be registered pursuant to Section 12(g) of the Act:

Not Applicable

(Title of Class)

 



Item 1. Description of Registrant’s Securities to be Registered

Infinera Corporation (the “Registrant”) registers hereunder its Common Stock, $0.001 par value per share (the “Common Stock”). A description of the Registrant’s Common Stock and a description of the Anti-Takeover Effects of the Registrant’s Amended and Restated Certificate of Incorporation and Bylaws are incorporated herein by reference to the section captioned “Description of Capital Stock” in the Registrant’s Registration Statement on Form S-1 (File No. 333-140876), as originally filed with the Securities and Exchange Commission (the “Commission”) on February 26, 2007, as amended (the “Registration Statement”), and in the prospectus included in the Registration Statement to be filed separately by the Registrant with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which prospectus shall be deemed to be incorporated by reference herein.

 

Item 2. Exhibits

Pursuant to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed, because no other securities of the Registrant are registered on The NASDAQ Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Exchange Act.


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: May 21, 2007

    INFINERA CORPORATION  
    By:  

/s/ Jagdeep Singh

 
      Jagdeep Singh  
      President and Chief Executive Officer