SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR SECTION 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ICG Communications, Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 84-1342022
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(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
9605 E. Maroon Circle
P. O. Box 6742
Englewood, Colorado 80155-6742
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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(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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Common Stock, $.01 par value American Stock Exchange
per share
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
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(TITLE OF CLASS)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities to be registered hereunder are shares of Common
Stock, $.01 par value per share, of ICG Communications, Inc., a Delaware
corporation (the "Registrant").
A description of the Common Stock being registered hereunder is
set forth under the heading "Matter No. - 4 The Arrangement - Description
of Parent Securities - Parent Common Stock" at page 39 of Amendment No. 2
to the Registrant's Registration Statement on Form S-4 (Registration No.
333-4226), which Amendment No. 2 was filed with the Securities and Exchange
Commission on June 26, 1996 pursuant to the Securities Act of 1933, as
amended (the "Registration Statement"), and such description is attached
hereto as Exhibit "(d)" (the Registrant is therein referred to as "Parent")
and is incorporated herein by reference.
ITEM 2. EXHIBITS.
(a) Form of Common Stock Certificate.
(b) Certificate of Incorporation of the Registrant (filed as Exhibit
3.1 to the Registration Statement and incorporated herein by
reference).
(c) Bylaws of the Registrant (filed as Exhibit 3.2 to the
Registration Statement and incorporated herein by reference).
(d) Description of Registrant's Securities to be Registered.
<PAGE>
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.
ICG COMMUNICATIONS, INC.
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(Registrant)
Date: July 22, 1996
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By: /s/ John D. Field
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John D. Field
Executive Vice President
<PAGE>
EXHIBIT INDEX
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Exhibit Description
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(a) Form of Common Stock Certificate
(d) Description of Registrant's Securities
to be Registered
EXHIBIT (a)
ICG COMMUNICATIONS, INC.
NUMBER SHARES
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INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CUSIP 449246 10 7
THIS CERTIFIES THAT
is the registered holder of
FULLY PAID AND NON-ASSESSABLE VOTING COMMON STOCK $0.01 PAR VALUE
in the capital of the above named Corporation subject to the Certificate of
Incorporation, transferable only on the books of the Corporation by the
holder hereof in person or by attorney upon surrender of this Certificate
properly endorsed.
This Certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar of the Corporation.
IN WITNESS WHEREOF the Corporation has caused this Certificate to be signed
by the facsimile signatures of its duly authorized officers.
DATED
Secretary
President
AUTHORIZED SIGNATURE
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
TRANSFER AGENT
AND REGISTRAR
BY:
<PAGE>
ICG COMMUNICATIONS, INC.
This statement of the authorized classes of the Corporation's stock
and of the rights, preferences, privileges and restrictions granted to or
imposed upon the respective classes of stock of the Corporation and upon
the holders thereof as established by the Certificate of Incorporation is
available upon request and without charge at the office of the Secretary 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:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT
MIN ACT - Custodian
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(Cust) (Minor)
under Uniform Gifts to Minors
Act
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(State)
Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED, hereby sell, assign and
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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 capital 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
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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(s) Guaranteed:
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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.
EXHIBIT (d)
DESCRIPTION OF PARENT SECURITIES
The authorized capital stock of Parent consists of 100,000,000 shares
of Common Stock, of which one share has been issued and is outstanding and
held by its incorporator, and 1,000,000 shares of preferred stock, par
value $.01 per share (the "Parent Preferred Stock"), of which no shares are
issued and outstanding.
Parent Common Stock
Each holder of shares of Parent Common Stock is entitled to cast
one vote, either in person or in proxy, for each share owned of record on
all matters submitted to a vote of shareholders of Parent, including the
election of directors. The Board of Directors of Parent is divided into
three classes, with the classes as nearly equal in number as possible.
Initially, approximately one-third of the directors will serve a one-year
term, approximately one-third of the directors will serve a two-year term
and approximately one-third of the directors will serve a three-year term.
Thereafter, the term of each class of directors will be three years, with
the term of one class expiring each year in rotation. The holders of
shares of Parent Common Stock do not possess cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares of
Parent Common Stock voting for the election of directors can elect all of
such directors, and, in such event, the holders of the remaining shares of
Parent Common Stock will be unable to elect any of Parent's directors.
Holders of the outstanding shares of Parent Common Stock are
entitled to share ratably in such dividends as may be declared by the Board
of Directors of Parent out of funds legally available therefor. Upon the
liquidation, dissolution, or winding up of Parent, each outstanding share
of Parent Common Stock will be entitled to share in the assets of Parent
legally available for distribution to shareholders after the payment of all
debts and other liabilities subject to any superior rights of the holders
of any outstanding shares of Parent Preferred Stock. See "Market Price and
Dividend Information."
Holders of the shares of Parent Common Stock have no preemptive
rights. There are no conversion or subscription rights, and shares are not
subject to redemption. All of the outstanding shares of Parent Common
Stock are, and the shares offered hereby will be, when issued in accordance
with the terms hereof, duly issued, fully paid and nonassessable.
