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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
RSL COMMUNICATIONS, LTD.
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(Exact name of registrant as specified in its charter)
Bermuda N/A
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
Clarendon House
Church Street
Hamilton HM CX, Bermuda N/A
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction A.(c), pursuant to General
please check the following Instruction A.(d), please
box. / / check the following box. /X/
Securities Act registration statement file number to which this form relates:
333-34281
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(If applicable)
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
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Shares, par value $.00457 per share
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
Reference is made to the description of the Registrant's Class A common
shares, par value $.00457 per share, under the caption 'DESCRIPTION OF CAPITAL
STOCK' in the Registrant's Form S-1 Registration Statement filed with the
Securities and Exchange Commission on August 25, 1997, Registration Number
33-34281 (the 'Registration Statement'), as subsequently amended. The
description of the Class A Common Shares set forth in the Registration
Statement and all amendments thereto is hereby incorporated herein by reference.
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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.
RSL COMMUNICATIONS, LTD.
By: /s/ Itzhak Fisher
Itzhak Fisher
President and Chief
Executive Officer
Date: September 26, 1997