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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
FIBERNET TELECOM GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 13-3859938
(State of Incorporation (I.R.S. Employer Identification No.)
or Organization)
121 ERIE CANAL DRIVE, SUITE A
ROCHESTER, NEW YORK 14626
(Address of Principal Executive Offices) (Zip Code)
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), please 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), please check the following
box.
/x/
Securities Act registration statement file number to which this
form relates: 333-7841
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
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<CAPTION>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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NONE NONE
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Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK
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(Title of class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Registrant is presently authorized to issue 50,000,000 shares of $.001
par value of common stock. The holders of common stock of the Registrant are
entitled to dividends when, as and if, declared by the board of directors from
funds legally available therefor. No holder of any shares of common stock has a
pre-emptive right to subscribe for any securities of the Registrant nor are any
common shares subject to redemption or convertible into other securities of the
Registrant. Upon liquidation, dissolution or winding up of the Registrant, and
after payment of creditors and preferred stockholders, if any, the assets will
be divided pro-rata on a share-for-share basis among the holders of the shares
of common stock. Each share of common stock is entitled to one vote with respect
to the election of any director or any other matter upon which shareholders are
required or permitted to vote. Holders of the Registrant's common stock do not
have cumulative voting rights, so that the holders of more than 50% of the
combined shares voting for the election of directors may elect all of the
directors, if they choose to do so and, in that event, the holders of the
remaining shares will not be able to elect any members of the board of
directors.
ITEM 2. EXHIBITS.
Exhibit
Number Description of Document
1 Form of Common Stock Specimen Certificate (filed as
Exhibit No. 4 of the Registrant's Registration
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Statement on Form SB-2, as amended (Registration No.
333-7841)(the "Form SB-2") and incorporated herein by
reference).
2 Articles of Incorporation of the Registrant (filed as
Exhibit No. 3.1 of the Form SB-2 and incorporated
herein by reference).
3 Bylaws of the Registrant (filed as Exhibit 3.2 of the Form SB-2 and
incorporated herein by reference).
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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.
FiberNet Telecom Group, Inc.
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(Registrant)
Date: July 14,1998 By: /s/ Frank Chiaino
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Frank Chiaino
Chief Executive Officer
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