LCC INTERNATIONAL INC
8-A12G, 1996-08-16
RADIOTELEPHONE COMMUNICATIONS
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<PAGE>   1
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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 12(g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934







                            LCC INTERNATIONAL, INC.
          ------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)




        Delaware                                                    54-1807038
- -------------------------                                      -----------------
(State of Incorporation                                        (I.R.S. Employer
    or Organization)                                         Identification No.)



      Arlington Courthouse Plaza II, 2300 Clarendon Boulevard, Suite 800,
                              Arlington, VA  22201
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         (Address, including zip code, of principal 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

       Securities to be registered pursuant to Section 12(g) of the Act:
       -----------------------------------------------------------------

                 CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

Class A Common Stock

        A description of the Registrant's Class A Common Stock, par value $.01
per share (the "Class A Common Stock"), will be set forth under the caption
"Description of Capital Stock" in the form of prospectus to be filed by the
Registrant with the Securities and Exchange Commission pursuant to Rule 424(b)
under the Securities Act of 1933, as amended, and such prospectus shall be
deemed to be incorporated by reference herein.

Item 2. Exhibits.

        The following documents are being filed as exhibits to this registration
statement.

Exhibit Number                          Description

1                       Amended and Restated Certificate of Incorporation of the
                        Registrant (incorporated by reference to Exhibit 3.1 of
                        the Registrant's Registration Statement on Form S-1, as
                        amended (File No. 333-6067), originally filed with the
                        Securities and Exchange Commission on June 14, 1996 (as
                        amended, the "Form S-1")).

2                       Amended and Restated Bylaws of the Registrant
                        (incorporated by reference to Exhibit 3.2 of the Form
                        S-1).

3                       Form of Class A Common Stock Certificate (incorporated
                        by reference to Exhibit 4.1 of the Form S-1).


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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.


                                      LCC INTERNATIONAL, INC.



Date: July 25, 1996                   By:  /s/ RAJENDRA SINGH
                                         -----------------------------------
                                           Rajendra Singh
                                           Chairperson of the Board of Directors



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<PAGE>   4
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
    Exhibit No.         Description                                             Page
    -----------         -----------                                             ----
       <S>              <C>                                                     <C>
        1               Amended and Restated Certificate of Incorporation
                          of the Registrant                                     (*)

        2               Amended and Restated Bylaws of the Registrant           (**)

        3               Form of Class A Common Stock Certificate                (***)
</TABLE>



(*)     Incorporated by reference to Exhibit 3.1 of the Form S-1.

(**)    Incorporated by reference to Exhibit 3.2 of the Form S-1.

(***)   Incorporated by reference to Exhibit 4.1 of the Form S-1.



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