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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GROUP LONG DISTANCE, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Florida 650213198
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1451 West Cypress Creek Road, Suite 200
Fort Lauderdale, FL 33309
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(Address of principal Executive Offices) (Zip Code)
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If this form relates to the registration of a If this form relates to the registration of a
class of debt securities and is effective upon class of debt securities and is to become
filing pursuant to General Instruction effective simultaneously with the
A(C)(1) please check the following box. |_| effectiveness of a concurrent registration
statement under the Securities Act of 1933
pursuant to General Instruction A(C)(2)
please check the following box. |_|
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Common Stock Boston Stock Exchange
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Redeemable Common Stock Boston Stock Exchange
Purchase Warrants
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
The description of the Common Stock and Redeemable Warrants of
Group Long Distance, Inc. (the "Company") to be registered hereunder is set
forth under the heading "Description of Securities" in the Company's
Registration Statement, as amended, on Form SB-2 (Registration No. 333-17681)
(the "Registration Statement") originally filed by the Company with the
Securities and Exchange Commission on December 12, 1996, which description is
incorporated herein by reference.
Item 2. Exhibits
1. Articles of Incorporation of Group Long Distance,
Inc. are set forth as Exhibit 3.1 to the Registration
Statement and are incorporated herein by reference.
2. Amended and Restated Articles of Incorporation of
Group Long Distance, Inc. are set forth as Exhibit
3.2 to the Registration Statement and are
incorporated herein by reference.
3. Plan and Agreement of Merger of Group Long Distance,
Inc. into Registrant is set forth as Exhibit 2.1 to
the Registration Statement and is incorporated herein
by reference.
4. Articles of Merger of Group Long Distance, Inc. into
Registrant are set forth as Exhibit 2.2 to the
Registration Statement and are incorporated herein by
reference.
5. Amendment to Articles of Merger of Group Long
Distance, Inc. into the Company is set forth as
Exhibit 2.3 to the Registration Statement and is
incorporated herein by reference.
6. By-laws of Group Long Distance, Inc. are set forth as
Exhibit 3.3 to the Registration Statement and are
incorporated herein by reference.
7. Amended and Restated By-laws of the Registrant are
set forth as Exhibit 3.4 to the Registration
Statement and are incorporated herein by reference.
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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, thereunto duly authorized.
Date: March 20, 1997 GROUP LONG DISTANCE, INC.
By: /s/ Gerald M. Dunne, Jr.
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Gerald M. Dunne, Jr.
President and Chief
Executive Officer
