As filed with the Securities and Exchange Commission on
April 24, 1997
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
NEXTLEVEL SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 36-4134221
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(State of incorporation or (I.R.S. Employer
organization) Identification No.)
8770 West Bryn Mawr Avenue
Suite 1300
Chicago, Illinois 60631
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(Address of principal executive (Zip Code)
offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which each class is to
to be so registered be registered
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Common Stock, $.01 par value New York Stock Exchange
per share
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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. [ ]
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Item 1. Description of Registrant's Securities to be
Registered.
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This registration statement relates to the common
stock, par value $.01 per share (the "Common Stock"), of
NextLevel Systems, Inc. (the "Registrant"). Reference is made to
the information set forth under the caption "Description of
NextLevel Systems Capital Stock" in the Proxy Statement -
Prospectus constituting a part of the Registration Statement on
Form S-4 filed by the Registrant and CommScope, Inc., a Delaware
corporation, ("CommScope") with the Securities and Exchange
Commission (the "Commission") on March 21, 1997 (Registration No.
333-23935), which information is incorporated herein by
reference.
Item 2. Exhibits.*
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The securities described herein are to be registered on
the New York Stock Exchange, on which no other securities of the
Registrant are registered. Accordingly, except as otherwise
indicated, the following exhibits required in accordance with
Part II to the Instructions as to exhibits on Form 8-A will be
duly filed with the New York Stock Exchange.
1. Registration Statement on Form S-4 filed by the
Registrant and CommScope with the Commission on March 21,
1997 (Registration No. 333-23935) (the "Form S-4
Registration Statement").
2. Form of Amended and Restated Certificate of
Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Form S-4 Registration
Statement).
3. Form of Amended and Restated By-Laws of the
Registrant (incorporated by reference to Exhibit 3.3 to
the Form S-4 Registration Statement).
**4. Specimen Form of Registrant's Common Stock Certificate
(incorporated by reference to Exhibit 4.1 to the Form
S-4 Registration Statement).
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* The Registrant has not previously filed annual reports
pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), registration
statements pursuant to Section 12(b) or 12(g) of the
Exchange Act, or proxy or information statements pursuant
to Section 14 of the Exchange Act. The Registrant has not
previously submitted an annual report to its stockholders.
** To be filed by amendment.
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.
Dated: April 24, 1997
NEXTLEVEL SYSTEMS, INC.
By: /s/ Paul J. Berzenski
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Name: Paul J. Berzenski
Title: Vice President and
Controller
EXHIBIT INDEX*
ITEM
NUMBER DESCRIPTION
1. Registration Statement on Form S-4 filed by the
Registrant and CommScope with the Commission on March
21, 1997 (Registration No. 333-23935) (the "Form S-4
Registration Statement").
2. Form of Amended and Restated Certificate of
Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Form S-4 Registration
Statement).
3. Form of Amended and Restated By-Laws of the
Registrant (incorporated by reference to Exhibit 3.3 to
the Form S-4 Registration Statement).
**4. Specimen Form of Registrant's Common Stock Certificate
(incorporated by reference to Exhibit 4.1 to the Form
S-4 Registration Statement).
- ----------------
* The Registrant has not previously filed annual reports
pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), registration
statements pursuant to Section 12(b) or 12(g) of the
Exchange Act, or proxy or information statements pursuant
to Section 14 of the Exchange Act. The Registrant has not
previously submitted an annual report to its stockholders.
** To be filed by amendment.
