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:
None
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, $.01 par value per share
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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" in Amendment
No. 2 to the Registrant's Registration Statement on Form S-4
(Registration No. 333-4226), filed with the Securities and Exchange
Commission on June 26, 1996 (the "Registration Statement") (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
(incorporated by reference to the Registration Statement).
<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: March 20, 1997
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By: /s/ James D. Grenfell
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James D. Grenfell
Executive Vice President
and Chief Financial Officer
<PAGE>
EXHIBIT INDEX
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(a) Form of Common Stock Certificate
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 ______________
(Cust) (Minor)
under Uniform Gifts to Minors
Act _________________________
(State)
Additional abbreviations may also be used
though not in the above list.
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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
of the capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint
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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.
