UNITED STATES
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
Metromedia Fiber Network, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 11-3168327
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
110 East 42nd Street, Suite 1502, New York, NY 10017
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(Address of principal executive offices) (Zip Code)
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
None None
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If this Form relates to the registration of a class 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 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)(1), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock, par value $.01 per share
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(Title of class)
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Registrant's Class A Common Stock is incorporated by
reference to the information appearing under "Description of Capital Stock" on
pages 62 to 71 of the Registrant's Preliminary Prospectus which forms a part of
Amendment No. 3 to the Registrant's Registration on Form S-1 filed October 7,
1997 (File No.
333-33653).
ITEM 2. EXHIBITS.
The following exhibits are filed as a part of this Registration Statement:
1.1 Form of Amended and Restated Certificate of Incorporation of the
Registrant incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (File No.
333-33653).
1.2 Form of Amended and Restated By-laws of the Registrant, incorporated
by reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 (File No. 333-33653).
2. Form of specimen certificate for the Registrant's Class A Common
Stock incorporated by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1 (File No. 333-33653).
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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.
Date: October 27, 1997 METROMEDIA FIBER NETWORK, INC.
By: /s/ Stephen A. Garofalo
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Name: Stephen A. Garofalo
Title: Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
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1.1 Form of Amended and Restated Certificate of Incorporation of
the Registrant incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (File No. 333-
33653).
1.2 Form of Amended and Restated By-laws of the Registrant,
incorporated by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (File No. 333-33653).
2. Form of specimen certificate for Registrant's Class A Common
Stock incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-1 (File No. 333-
33653).
