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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
NEW RES, INC.*
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(Exact Name of Registrant as Specified in Its Charter)
* The name of the Registrant will be changed to "EXCEL Communications,
Inc." following the consummation of the transactions contemplated by
that certain Agreement and Plan of Merger, dated as of June 5, 1997, by
and among the Registrant, EXCEL Communications, Inc., Telco
Communications Group, Inc., T-Sub, Inc. and E-Sub, Inc.
DELAWARE 75-2720091
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
8750 NORTH CENTRAL EXPRESSWAY
SUITE 2000
DALLAS, TEXAS 75231
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(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
Instruction 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
Instruction A.(d), please check the following box. |_|
Securities Act registration statement file number to which this
form relates: 333-35377
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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
to be so Registered on Which Each Class
is to be Registered
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COMMON STOCK, PAR VALUE $0.001 NEW YORK STOCK
PER SHARE EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Page 1 of 3 pages
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
The description of the Registrant's common stock, par
value $0.001 per share, included under the caption "Description of Holdings
Capital Stock" (pages 87 and 88) in the Joint Proxy Statement/Prospectus forming
a part of the Registration Statement on Form S-4 (No. 333-35377) of the
Registrant (the "Registration Statement"), first filed with the Securities and
Exchange Commission (the "Commission") on September 11, 1997, as amended by
Amendment No. 1 (filed with the Commission on September 12, 1997), is
incorporated herein by reference.
ITEM 2. EXHIBITS.
None.
Page 2 of 3 pages
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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.
NEW RES, INC.
Dated: October 3, 1997 By:/s/John J. McLaine
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John J. McLaine
President, Chief Financial
Officer and Chief Operating
Officer
Page 3 of 3 pages
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