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
--------------------
DESTIA COMMUNICATIONS, INC.
(FORMERLY ECONOPHONE, INC.)
(Exact name of registrant as specified in its charter)
Delaware 11-3132722
(State of incorporation (I.R.S. employer or
or organization) identification number)
95 Rte. 17 South
Paramus, New Jersey 07652
(Address of principal executive offices, zip code)
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class to be so Name of each exchange on which
registered each class is to be registered
Common Stock, par value $.01 per The NASDAQ National Market
share
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. |X|
Securities Act registration statement file number to which this form relates:
333-71463
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
(Title of Class)
Item 1. Description of the Registrant's Securities to be Registered.
The description of the securities to be registered hereby is
incorporated by reference to the description contained in the registrant's
Registration Statement on Form S-1
<PAGE>
initially filed with the Securities and Exchange Commission (the "Commission")
on January 29, 1999 (Registration No. 333-71463) (as amended by Amendment No. 1
thereto filed with the Commission on February 17, 1999, Amendment No. 2 thereto
filed with the Commission on April 16, 1999, and Amendment No. 3 thereto filed
with the Commission on May 4, 1999, the "Registration Statement"). The
description of the securities to be registered hereby contained in any
prospectus included in the Registration Statement filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended, will be deemed to be incorporated
by reference in this registration statement upon the filing of any such
prospectus with the Commission.
Item 2. Exhibits.
3.1 -- Amended and Restated Certificate of Incorporation of the registrant
(incorporated herein by reference to Exhibit 3.1 to the Amendment
No. 3 to the Registration Statement filed with the Commission on May
4, 1999).
3.2 -- Amended and Restated By-Laws of the registrant (incorporated herein
by reference to Exhibit 3.2 to the Amendment No. 3 to the
Registration Statement filed with the Commission on May 4, 1999).
4.1 -- Form of certificate of Common Stock (incorporated herein by
reference to Exhibit 4.1 to the Amendment No. 3 to the Registration
Statement filed with the Commission on May 4, 1999).
4.2 -- Form of global note pertaining to $155 million in aggregate
principal amount of the 13-1/2% Notes due 2007 (the "1997 Notes")
issued by the registrant (incorporated herein by reference to
Exhibit 4.4 to the Registration Statement on Form S-4, filed by the
registrant with the Commission on August 7, 1997 (Registration No.
333-33117)).
4.3 -- Indenture, dated as of July 1, 1997, between the registrant and The
Bank of New York, as trustee, pertaining to the 1997 Notes
(incorporated herein by reference to Exhibit 4.5 to the registrant's
registration statement on Form S-4 filed with the Commission on
August 7, 1997 (Registration No. 333-33117)).
4.4 -- Form of global note pertaining to $300 million in aggregate
principal amount of 11% notes due 2008 (the "1998 Notes") issued by
the registrant (incorporated herein by reference to Exhibit 4.1 to
the registrant's registration statement on Form S-4 filed with the
Commission on March 10, 1998 (Registration No. 333-33117)).
4.5 -- Indenture, dated as of February 18, 1998, between the registrant and
The Bank of New York, as trustee, pertaining to the 1998 Notes
(incorporated herein by reference to Exhibit 4.3 to the registrant's
registration statement on Form S-4 filed with the Commission on
March 10, 1998 (Registration No. 333-33117)).
SIGNATURE
-2-
<PAGE>
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.
DESTIA COMMUNICATIONS, INC.
By: /s/ Richard L. Shorten, Jr.
-------------------------------
Name: Richard L. Shorten, Jr.
Title: Senior Vice President and General Counsel
Date: May 4, 1999
-3-
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION SEQUENTIALLY
NUMBER NUMBERED
PAGES
3.1 Amended and Restated Certificate of
Incorporation of the registrant (incorporated
herein by reference to Exhibit 3.1 to the
Amendment No. 3 to the Registration Statement
filed with the Commission on May 4, 1999).
3.2 Amended and Restated By-Laws of the registrant
(incorporated herein by reference to Exhibit 3.2
to the Amendment No. 3 to the Registration
Statement filed with the Commission on May 4,
1999).
4.1 Form of certificate of Common Stock
(incorporated herein by reference to Exhibit 4.1
to the Amendment No. 3 to the Registration
Statement filed with the Commission on May 4,
1999).
4.2 Form of global note pertaining to $155 million
in aggregate principal amount of the 13-1/2%
Notes due 2007 (the "1997 Notes") issued by the
registrant (incorporated herein by reference to
Exhibit 4.4 to the Registration Statement on
Form S-4, filed by the registrant with the
Commission on August 7, 1997 (Registration No.
333-33117)).
4.3 Indenture, dated as of July 1, 1997, between the
registrant and The Bank of New York, as trustee,
pertaining to the 1997 Notes (incorporated
herein by reference to Exhibit 4.5 to the
registrant's registration statement on Form S-4
filed with the Commission on August 7, 1997
(Registration No. 333-33117)).
4.4 Form of global note pertaining to $300 million
in aggregate principal amount of 11% notes due
2008 (the "1998 Notes") issued by the registrant
(incorporated herein by reference to Exhibit 4.1
to the registrant's registration statement on
Form S-4 filed with the Commission on March 10,
1998 (Registration No. 333-33117)).
4.5 Indenture, dated as of February 18, 1998,
between the registrant and The Bank of New York,
as trustee, pertaining to the 1998 Notes
(incorporated herein by reference to Exhibit 4.3
to the registrant's registration statement on
Form S-4 filed with the Commission on March 10,
1998 (Registration No. 333-33117)).
-4-
