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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Exact name of registrant as specified in its charter)
HYPERION TELECOMMUNICATIONS, INC.
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(State of Incorporation) (I.R.S. Employer Identification No.)
DELAWARE 25-1669404
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(Address)
MAIN AT WATER STREET, COUDERSPORT, PA 16915
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
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. [ ]
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this Form relates:
333-48209 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
CLASS A COMMON STOCK par value $0.01 per share
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
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Incorporated herein by reference is information contained in the
Registrant's Registration Statement on Form S-1 (Registration Statement No. 333-
48209) under the caption "DESCRIPTION OF CAPITAL STOCK".
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Item 2. Exhibits.
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3.1 Certificate of Incorporation of Registrant, together with all
amendments thereto .............................................. Incorporated herein by reference is Exhibit
3.01 to Registrant's Current Report or Form 8-K
for the event dated October 9, 1997.
3.2 By-laws.......................................................... Incorporated herein by reference in Exhibit 3.2
to Registration Statement No. 333-12619 on
Form S-1.
4.1 Specimen of Class A Common Stock Certificate..................... Filed herewith.
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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 report to be signed
on its behalf by the undersigned, thereto duly authorized.
HYPERION TELECOMMUNICATIONS,
INC.
By: /s/ Edward E. Babcock
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Name: Edward E. Babcock
Title: Vice President
Date: April 21, 1998
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EXHIBIT 4.1
CLASS A [LOGO OF HYPERION TELECOMMUNICATIONS, INC.] CLASS A
COMMON STOCK COMMON STOCK
NUMBER SHARES
INCORPORATED UNDER THE LAWS SEE REVERSE FOR CERTAIN DEFINITIONS
OF DELAWARE CUSIP 44914K
This Certifies That
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF
CLASS A COMMON STOCK, $.01 PAR VALUE, OF
===================HYPERION TELECOMMUNICATIONS, INC.===========================
transferable on the books of the Corporation in person or by attorney duly
authorized in writing upon surrender of this certificate properly endorsed.
This certificate and the shares represented hereby are issued and shall
be held subject to all the provisions of the Corporation's Certificate of
Incorporation and any amendments thereof, copies of which are on file with
the Transfer Agent, to all the provisions of which the holder hereof by
acceptance of this certificate assents.
This certificate is not valid until countersigned by the Transfer Agent
and registered by the Registrar.
WITNESS the facsimile facsimile signatures of its duly authorized officers.
Dated
/s/ James P. Rigas [INSERT SEAL] /s/ Daniel R. Milliard
VICE CHAIRMAN AND CHIEF EXECUTIVE OFFICER PRESIDENT AND SECRETARY
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
(New York, New York) TRANSFER AGENT
AND REGISTRAR
AUTHORIZED SIGNATURE
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HYPERION TELECOMMUNICATIONS, INC.
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
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TEN ENT- as tenants by the entireties (Cust) (Minor)
JT TEN- as joint tenants with under Uniform Gifts to Minors
right of survivorship and not
as tenants in common Act
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(State)
Additional abbreviations may also be used though not in the above list.
For Value received, hereby sell, assign and transfer unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS 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
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Attorney to
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transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.
Dated, X
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X
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NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE
FACE OF THE CERTIFICATE, IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE
WHATEVER.
SIGNATURE GUARANTEE:
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