<PAGE>
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
NEXTLINK COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Washington 91-1738221
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
155 108th Avenue N.E., 8th Fl.
Bellevue, Washington 90084
(Address of principal (Zip Code)
executive offices)
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
None None
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:
Class A Common Stock, par value $.01 per share
(Title of class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
The description of the Registrant's Class A Common Stock, par
value $.01 per share (the "Common Stock"), is incorporated herein by
reference to the Registrant's Registration Statement on Form S-1 (File
No. 333-32001) as filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), on July 24, 1997 and will be included in a form of
prospectus subsequently filed by the Registrant pursuant to Rule 424(b)
under the Securities Act, which prospectus shall be deemed to be
incorporated herein by reference.
Item 2. Exhibits.
1. The Articles of Incorporation of the Company is
incorporated herein by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-4 (File No. 333-23377) as filed with
the Commission under the Securities Act.
2. The By-laws of the Registrant are incorporated herein by
reference to Exhibit 3.2 to the Registrant's Registration Statement on
Form S-4 (File No. 333-23377) as filed with the Commission under the
Securities Act.
3. The Specimen of the Registrant's Common Stock Certificate
will be filed by amendment to the Registrant's Registration Statement
on Form S-1 (File No. 333-32001).
<PAGE>
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.
NEXTLINK COMMUNICATIONS, INC.
Dated: August 4, 1997 By: /s/ Kathleen H. Iskra
-----------------------
Name: Kathleen H. Iskra
Title: Vice President, Chief
Financial Officer
