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 GENESIS MICROCHIP INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 77-0584301 ------------------------ ------------------------------------ (State of Incorporation) (I.R.S. Employer Identification No.) 2150 Gold Street, Alviso California 95002 ---------------------------------------- -------------------------------- (Address of principal executive offices) (ZIP Code) Securities to be registered pursuant to Section 12(b) of the Act: None 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: 333-72202 Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per share ---------------------------------------- (Title of class) INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. Incorporated by reference to the information contained under in the section titled "Description of Genesis Microchip Delaware Capital Stock" set forth in the Registrant's Registration Statement on Form S-4, as filed with the Commission on October 25, 2001 (file number 333-72202)(the "Form S-4 Registration Statement"). Item 2. Exhibits The following exhibits are filed as part of this registration statement: 3.1* Certificate of Incorporation of the Registrant. 3.2* Bylaws of the Registrant. 4.1* Form of Common Stock Certificate of the Registrant. --------------- * Incorporated by reference to the corresponding exhibit filed with the S-4 Registration Statement. 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. Dated: January 7, 2002 Genesis Microchip Inc. By: /s/ Eric Erdman ---------------------------- Eric Erdman Chief Financial Officer and Secretary