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File No. 000-20803
FORM 8-A/A
AMENDMENT NO. 1 TO 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
IXC COMMUNICATIONS, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 74-2644120
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
5000 Plaza on the Lake
Suite 200
Austin, Texas 78746-1050
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(Address of principal executive offices) (Zip Code)
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
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N/A N/A
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box.[ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box.[ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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(Title of Class)
Exhibit Index Appears at Page 5.
Page 1 of 8 Pages.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
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The description of the Registrant's Common Stock, par value $.01 per
share, contained on page 55 of the Prospectus which forms a part of the
Registrant's Amendment No. 1 to its Registration Statement on Form S-1 which
was filed with the Securities and Exchange Commission (the "Commission") on
June 13, 1996 (File No. 333-4061) under the caption "Description of Capital
Stock," is incorporated herein by this reference.
Item 2. Exhibits.
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The following Exhibits are filed as a part of this Registration
Statement:
1.1 Registrant's Registration Statement on Form S-1, filed with the
Commission on May 20, 1996 (File No. 333-4061) (incorporated herein
by reference).
1.2 Registrant's Amendment No. 1 to its Registration Statement on Form
S-1, filed with the Commission on June 13, 1996 (File No. 333-4061)
(incorporated herein by reference).
2. Restated Certificate of Incorporation of the Registrant, as
amended, filed as Exhibit 3.1 in the Registrant's Amendment No. 1
to its Registration Statement on Form S-1 filed with the Commission
on June 13, 1996 (File No. 333-4061) (incorporated herein by
reference).
3. Bylaws of the Registrant filed as Exhibit 3.2 in the Registrant's
Amendment No. 1 to its Registration Statement on Form S-1 filed
with the Commission on June 13, 1996 (File No. 333-4061)
(incorporated herein by reference).
4. Registration Rights Agreement dated as of August 6, 1992 by and
among Telcom Services Group, Inc., predecessor in interest to IXC
Communications, Inc. filed as Exhibit 4.9 in the Registrant's
Amendment No. 1 to its Registration Statement on Form S-1 filed
with the Commission on June 13, 1996 (File No. 333-4061)
(incorporated herein by reference).
5. Amendment to Registration Rights Agreement dated as of May 1, 1996
by and among IXC Communications, Inc. and each of the signatories
thereto filed with the Commission on June 13, 1996, as Exhibit 4.10
of the Company's Amendment No. 1 to its Registration Statement on
Form S-1 (File No. 333-4061) (incorporated herein by reference).
6. Registration Rights Agreement dated as of June 10, 1996 by and
among IXC Communications, Inc., Trustees of General Electric
Pension Trust and certain stockholders of IXC Communications, Inc.
filed with the Commission on June 13, 1996, as Exhibit 4.13 of the
Company's Amendment No. 1 to its Registration Statement on Form S-1
(File No. 333-4061) (incorporated herein by reference).
7. Form of IXC Communications, Inc. Restricted Stock Agreement filed
as Exhibit 10.5 in the Registrant's Registration Statement Form
S-1, filed with the Commission on May 20, 1996 (File No. 333-4061)
which incorporates by reference Exhibit 10.5 to the Registrant's
Registration Statement on Form S-4,
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filed with the Commission on April 1, 1996 (File No. 333-2936), and
incorporated herein by reference.
8. Form of IXC Communications, Inc. Restricted Stock Agreement filed
as Exhibit 10.6 in the Registrant's Registration Statement Form
S-1, filed with the Commission on May 20, 1996 (File No. 333-4061)
which incorporates by reference Exhibit 10.6 to the Registrant's
Registration Statement on Form S-4, filed with the Commission on
April 1, 1996 (File No. 333-2936), and incorporated herein by
reference.
9. Specimen of certificate evidencing the Registrant's Common Stock,
par value $.01 per share, registered hereunder.
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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.
IXC COMMUNICATIONS, INC.
Date: June 26, 1996 By: /s/ John J. Willingham
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John J. Willingham
Senior Vice President, Chief
Financial Officer and Secretary
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EXHIBIT INDEX
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Exhibit
Number Page Number
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1.1 Registrant's Registration Statement on Form S-1, filed with the Commission on May 20, 1996
(File No. 333-4061) (incorporated herein by reference).
1.2 Registrant's Amendment No. 1 to its Registration Statement on Form S-1, filed with the
Commission on June 13, 1996 (File No. 333-4061) (incorporated herein by reference).
2 Restated Certificate of Incorporation of the Registrant, as amended, filed as Exhibit 3.1 in
the Registrant's Amendment No. 1 to its Registration Statement on Form S-1 filed with the
Commission on June 13, 1996 (File No. 333-4061) (incorporated herein by reference).
3 Bylaws of the Registrant filed as Exhibit 3.2 in the Registrant's Amendment No. 1 to its
Registration Statement on Form S-1 filed with the Commission on June 13, 1996 (File No. 333-
4061) (incorporated herein by reference).
4 Registration Rights Agreement dated as of August 6, 1992 by and among Telcom Services Group,
Inc., predecessor in interest to IXC Communications, Inc. filed as Exhibit 4.9 in the
Registrant's Amendment No. 1 to its Registration Statement on Form S-1 filed with the
Commission on June 13, 1996 (File No. 333-4061) (incorporated herein by reference).
5 Amendment to Registration Rights Agreement dated as of May 1, 1996 by and among IXC
Communications, Inc. and each of the signatories thereto filed with the Commission on June 13,
1996, as Exhibit 4.10 of the Company's Amendment No. 1 to its Registration Statement on Form S-
1 (File No. 333-4061) (incorporated herein by reference).
6 Registration Rights Agreement dated as of June 10, 1996 by and among IXC Communications, Inc.,
Trustees of General Electric Pension Trust and certain stockholders of IXC Communications, Inc.
filed with the Commission on June 13, 1996, as Exhibit 4.13 of the Company's Amendment No. 1 to
its Registration Statement on Form S-1 (File No. 333-4061) (incorporated herein by reference).
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7 Form of IXC Communications, Inc. Restricted Stock Agreement filed as Exhibit 10.5 in the
Registrant's Registration Statement Form S-1, filed with the Commission on May 20, 1996 (File
No. 333-4061) which incorporates by reference Exhibit 10.5 to the Registrant's Registration
Statement on Form S-4, filed with the Commission on April 1, 1996 (File No. 333-2936), and
incorporated herein by reference.
8 Form of IXC Communications, Inc. Restricted Stock Agreement filed as Exhibit 10.6 in the
Registrant's Registration Statement Form S-1, filed with the Commission on May 20, 1996 (File
No. 333-4061) which incorporates by reference Exhibit 10.6 to the Registrant's Registration
Statement on Form S-4, filed with the Commission on April 1, 1996 (File No. 333-2936), and
incorporated herein by reference.
9 Specimen of certificate evidencing the Registrant's Common Stock, par value $.01 per share,
registered hereunder.
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EXHIBIT 9
COMMON COMMON
STOCK STOCK
NUMBER SHARES
LU IXC LOGO
INCORPORATED UNDER THE LAWS SEE REVERSE FOR STATEMENTS
OF THE STATE OF DELAWARE RELATING TO RIGHTS,
PREFERENCES, PRIVILEGES AND
RESTRICTIONS, IF ANY
CUSIP 450713 10 2
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This Certifies that
is the record holder of
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FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE, OF
IXC COMMUNICATIONS, INC.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate is not valid unless countersigned by the Transfer
Agent and registered by the Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
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/s/ John J. Willingham [IXC COMMUNICATIONS, INC. CORPORATE SEAL] /s/ Ralph J. Swett
SECRETARY CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
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The Corporation shall furnish without charge to each stockholder who so
requests a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock of the
Corporation or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. Such requests shall be made to
the Corporation's Secretary at the principal office of the Corporation.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
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TEN COM - as tenants in common UNIF GIFT MIN ACT - .......... Custodian ..........
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of
survivorship and not as tenants in under Uniform Gifts to Minors
common Act ...........................
(State)
UNIF TRF MIN ACT - ...... Custodian (until age....)
(Cust)
........ under Uniform Transfers
(Minor)
to Minors Act ..................
(State)
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Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ________________________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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Shares
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of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
Attorney
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to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.
Dated _______________________________
X _____________________________________
X _____________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed
By
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.
