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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ILLUMINET HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware 36-4042177
(State of incorporation or organization) (I.R.S. Employer Identification No.)
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P.O. Box 2909, 4501 Intelco Loop, S.E., Lacey, Washington 98503
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Not Applicable Not Applicable
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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:
333-85779
(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
Right To Purchase Series B Participating
Cumulative Preference Stock
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This registration statement relates to the common stock, $.01 par
value per share, and the right to purchase Series B Participating
Cumulative Preference Stock of Illuminet Holdings, Inc. With respect
to the common stock and the right to purchase Series B Participating
Cumulative Preference Stock, reference is made to the information set
forth under the caption "Description of Capital Stock" in the
Prospectus constituting a part of the Registration Statement on Form
S-1 filed by Illuminet Holdings, Inc. with the Securities and
Exchange Commission, as amended (Registration No. 333-85779), which
information is incorporated herein by reference.
ITEM 2. EXHIBITS.
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1 Registration Statement on Form S-1, filed by Illuminet Holdings,
Inc. with the Securities and Exchange Commission on August 23,
1999 (Registration No. 333-85779), as amended by Amendment No. 1
thereto, filed with the Securities and Exchange Commission on the
date hereof (as so amended, the "Form S-1 Registration
Statement").
2 Certificate of Incorporation of Illuminet Holdings, Inc. as
currently in effect (incorporated herein by reference to Exhibit
3.1 to the Form S-1 Registration Statement).
3 Form of Amendment to Certificate of Incorporation of Illuminet
Holdings, Inc. (incorporated herein by reference to Exhibit 3.2
to the Form S-1 Registration Statement).
4 By-Laws of Illuminet Holdings, Inc., as amended (incorporated
herein by reference to Exhibit 3.3 to the Form S-1 Registration
Statement).
5 Form of Common Stock Certificate (incorporated herein by
reference to Exhibit 4.2 to the Form S-1 Registration Statement).
6 Rights Agreement, dated as of November 20, 1998, by and
between Illuminet Holdings, Inc. and UMB Bank, N.A., as Rights
Agent, as amended in August 2, 1999, and Form of Amendment No. 2
to Rights Agreement to be executed on the date of effectiveness
of this Registration Statement (incorporated herein by reference
to Exhibits 4.3 and 4.4 to the Form S-1 Registration Statement).
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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, thereto duly authorized.
ILLUMINET HOLDINGS, INC.
By:________________________________
Roger H. Moore, President and
Chief Executive Officer
(Duly authorized representative)
Date: ____________________, 1999
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EXHIBITS.
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1 Registration Statement on Form S-1, filed by Illuminet Holdings,
Inc. with the Securities and Exchange Commission on August 23,
1999 (Registration No. 333-85779), as amended by Amendment No. 1
thereto, filed with the Securities and Exchange Commission on the
date hereof (as so amended, the "Form S-1 Registration
Statement").
2 Certificate of Incorporation of Illuminet Holdings, Inc. as
currently in effect (incorporated herein by reference to Exhibit
3.1 to the Form S-1 Registration Statement).
3 Form of Amendment to Certificate of Incorporation of Illuminet
Holdings, Inc. (incorporated herein by reference to Exhibit 3.2
to the Form S-1 Registration Statement).
4 By-Laws of Illuminet Holdings, Inc., as amended (incorporated
herein by reference to Exhibit 3.3 to the Form S-1 Registration
Statement).
5 Form of Common Stock Certificate (incorporated herein by
reference to Exhibit 4.2 to the Form S-1 Registration Statement).
6 Rights Agreement, dated as of November 20, 1998, by and
between Illuminet Holdings, Inc. and UMB Bank, N.A., as Rights
Agent, as amended in August 2, 1999, and Form of Amendment No. 2
to Rights Agreement to be executed on the date of effectiveness
of this Registration Statement (incorporated herein by reference
to Exhibits 4.3 and 4.4 to the Form S-1 Registration Statement).
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