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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
Teleport Communications Group Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-317319
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
One Teleport Drive
Staten Island, New York 10311
(Address of Principal Executive Office) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General simultaneously with the effectiveness
Instruction A(c)(1) please check the of a concurrent registration
following box. [ ] 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(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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None None
Securities to Be Registered Pursuant to Section 12(g) of the Act:
Class A Common Stock
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
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The title of the stock to be registered is Class A Common Stock, $0.01 par
value per share (the "Class A Common Stock"), of Teleport Communications Group
Inc., a Delaware corporation (the "Registrant"). A description of the
securities registered hereby is included in the "Description of Capital Stock"
section of the Prospectus filed as part of the Registrant's Registration
Statement on Form S-1, Registration No. 333-3850, filed with the Securities and
Exchange Commission on April 19, 1996, which is incorporated herein by
reference, to be filed by the Registrant pursuant to Rule 424(b) of the
Securities Act of 1933, as amended.
Item 2. Exhibits
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The securities described herein are to be registered pursuant to Section
12(g) of the Securities Exchange Act of 1934. Pursuant to Part I of the
Instructions as to Exhibits on Form 8-A, the following exhibits are being filed
with each copy of this Registration Statement:
1. Form of Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3 filed as part of
Amendment No. 1 to Registration Statement No. 333-3850 filed by the
Registrant on June 3, 1996).
2. Form of Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3 of Amendment No. 1 to Registration Statement No.
333-3850 filed by the Registrant on June 3, 1996).
3. Copy of specimen of the Registrant's Class A Common Stock Certificate.
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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.
Teleport Communications Group Inc.
Date: June 21, 1996 By: /s/ John A. Scarpati
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Name: John A. Scarpati
Title: Senior Vice President and
Chief Financial Officer
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[EXHIBIT 3]
[TCG] [woman holding fiber optic cable]
CLASS A COMMON STOCK CLASS A COMMON STOCK
PAR VALUE $0.01 CUSIP 879463 10 7
SEE REVERSE FOR CERTAIN DEFINITIONS
Teleport Communications Group Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
This certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES, PAR VALUE ONE CENT ($0.01) PER SHARE, OF
CLASS A COMMON STOCK OF
Teleport Communications Group Inc., issued under and subject to the Amended and
Restated Certificate of Incorporation of the Corporation (a copy of which is on
file at the office of the Transfer Agent of the Corporation), to all the terms
and conditions of which the said owner by accepting this Certificate expressly
assents and agrees to be bound. The shares represented by this Certificate are
transferable, to the extent permitted by the Amended and Restated Certificate of
Incorporation of the Corporation, on the books of the Corporation in person or
by attorney duly authorized in writing upon surrender of this Certificate duly
endorsed. This Certificate shall not be 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:
Attest: [ Corporate seal of
Teleport Communications Group Inc. ]
/s/ John W. Thomson /s/ Robert Annunziata
Secretary Chairman, President and Chief Executive Officer
countersigned and registered:
THE BANK OF NEW YORK
by /s/ William J. Skinner
TRANSFER AGENT
AND REGISTRAR
AUTHORIZED OFFICER
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TELEPORT COMMUNICATIONS GROUP INC.
THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER UPON REQUEST AND WITHOUT CHARGE,
A FULL STATEMENT OF THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND
LIMITATIONS OF THE SHARES OF EACH CLASS OF STOCK AUTHORIZED TO BE ISSUED AND OF
EACH SERIES OF PREFERRED STOCK SO FAR AS THE SAME HAVE BEEN FIXED, AND THE
AUTHORITY OF THE BOARD TO DESIGNATE AND FIX THE RELATIVE RIGHTS, PREFERENCES AND
LIMITATIONS OF OTHER SERIES OF PREFERRED STOCK.
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:
TEN COM --as tenants in common UNIF GIFT MIN ACT--__________Custodian________
TEN ENT --as tenants by the (Cust) (Minor)
entireties
JT WROS --as joint tenants with right under Uniform Gifts to Minors Act
of survivorship and not as
tenants in common --------------------------------
(State)
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
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
________________________________________________________________________________
__________________________________________________________________________Shares
of the Class A Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint_____________________________________Attorney,
to transfer the said Stock on the books of the within-named Corporation with
full power of substitution in the premises.
Dated, _____________________________ ________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the Certificate, in
every particular, without alteration or
enlargement, or any change whatever.
Signature Guaranteed:
NOTICE: The signature(s) should be
guaranteed by an eligible guarantor
institution (banks, stockholders,
savings and loan associations and credit
unions with membership in an approved
signature guarantee medallion program),
pursuant to SEC Rule 17 Ad-15.
