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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
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
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 4.
Page 1 of 4 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 Registration Statement on Form S-1 which was filed with the
Securities and Exchange Commission (the "Commission") on May 20, 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. Registrant's Registration Statement on Form S-1, filed with
the Commission on May 20, 1996 (File No. 333-4061)
(incorporated herein by reference).
2. Restated Certificate of Incorporation of the Registrant, as
amended.*
3. Bylaws of the Registrant (filed as Exhibit 3.2 in the
Registrant's Registration Statement Form S-1, filed with the
Commission on May 20, 1996 (File No. 333-04061) which
incorporates by reference Exhibit 3.2 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 this 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. *
5. 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. 333-04061) 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).
6. 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. 333-04061) 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).
7. Specimen of certificate evidencing the Registrant's Common
Stock, par value $.01 per share, registered hereunder.*
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* To be filed by amendment.
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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: May 31, 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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<CAPTION>
Exhibit Number Page Number
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<S> <C>
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).
2 Restated Certificate of Incorporation of the Registrant, as amended.*
3 Bylaws of the Registrant (filed as Exhibit 3.2 in the Registrant's
Registration Statement Form S-1, filed with the Commission on May 20,
1996 (File No. 333-04061) which incorporates by reference Exhibit 3.2
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 this 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. *
5 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. 333-04061) 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).
6 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. 333-04061) 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).
7 Specimen of certificate evidencing the Registrant's Common Stock registered hereunder.*
</TABLE>
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* To be filed by amendment.
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