VOICENET INC
8-A12B, 2000-07-05
PREPACKAGED SOFTWARE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------
                                    FORM 8-A12B

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                             ----------------------

                                 VOICENET, INC.
             (Exact name of Registrant as specified in its charter)

              Delaware                                   13-3896031
    (State of Incorporation or              (I.R.S. employer identification
           organization)                                     no.)

                             ----------------------
                                1040 First Avenue
                            New York, New York 10022
                            ------------------------
               (Address of principal executive offices) (Zip code)

          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 Instructions A.(c)., please check the following box.  [X]

          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 Instructions A.(d)., please check the following box [ ]

          Securities Act  registration  statement file number to which this form
relates: 333-12979 (If applicable)


SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

   TITLE OF EACH CLASS TO BE SO                NAME OF EACH EXCHANGE ON
   REGISTERED                                  WHICH EACH CLASS IS TO BE
                                               REGISTERED
-------------------------------------       ------------------------------------
   Common Stock, par value $.01                The American Stock Exchange

                             ----------------------
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                      None.

                                 ---------------


<PAGE>


ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

          For a  description  of  the  securities  to be  registered  hereunder,
reference is made to the information set forth under the heading "Description of
Securities"  in the  Registrant's  Prospectus,  which  constitutes a part of the
Registrant's  Registration  Statement  on Form  SB-2  (File No.  333-12979),  as
amended,  filed under the Securities Act of 1933, as amended,  which information
is hereby incorporated herein by reference.

ITEM 2.  EXHIBITS.

          The following exhibits to this Registration  Statement have been filed
as exhibits to the  Registrant's  Registration  Statement on Form SB-2 (File No.
333-12979),  as amended, filed under the Securities Act of 1933, as amended, and
the  Form  8-K of the  Registrant  filed  on  March  10,  2000  and  are  hereby
incorporated herein by reference.

   Exhibit
   Number                    Description of Exhibit
   ------                    ----------------------

      1.    Form of Amended and Restated Certificate of Incorporation of the
            Registrant .

      2.    Form of By-Laws of the Registrant.

      3.    Specimen Certificate for the Registrant's Common Stock.




<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, thereunto duly authorized.

                                              VOICENET, INC.


                                              By /s/ Howard J. Messer
                                                 -------------------------------
                                                  Name: Howard J. Messer
                                                  Title: Chief Financial Officer
                                                            and Secretary

Date:  July 7, 2000




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