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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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Convergent Communications, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 84-1337265
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
400 Inverness Drive South, Suite 400 Englewood, Colorado 80112
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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), 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:
333-78483 (if applicable)
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
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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.
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For a description of the securities to be registered hereunder,
reference is made to the information set forth under the heading "Description of
Capital Stock" in the Registrant's Prospectus, which constitutes a part of the
Registrant's Registration Statement on Form S-1 (File No. 333-78483), as
amended, filed under the Securities Act of 1933, as amended, which information
is hereby incorporated herein by reference.
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Item 2. Exhibits.
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The following exhibits to this Registration Statement have been filed
as exhibits to the Registrant's Registration Statement on Form S-1 (File No.
333-78483), as amended, filed under the Securities Act of 1933, as amended, and
are hereby incorporated herein by reference.
EXHIBITS:
Exhibit
No. Description
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3.1** Amended and Restated Articles of Incorporation of Convergent
Communications, Inc.
3.2** Bylaws of Convergent Communications, Inc.
3.3+ Articles of Amendment to the Amended and Restated Articles of
Incorporation of Convergent Communications, Inc.
3.4++ Articles of Amendment to the Amended and Restated Articles of
Incorporation of Convergent Communications, Inc.
4.1** Indenture, dated as of April 2, 1998, by and among the Company and
Norwest Bank Colorado, N.A.
4.2** Warrant Agreement, dated as of April 2, 1998
4.3** Warrant Registration Rights Agreement, dated as of April 2, 1998
4.4** Collateral Account Control Agreement, dated as of April 2, 1998
4.5** Custody and Security Agreement, dated as of April 2, 1998
4.6+ Investor Rights Agreement, dated as of March 17, 1999
4.7+ Warrant Agreement, dated as of March 17, 1999
4.8++ Warrant Agreement, dated as of June 3, 1999
5.1++ Opinion of Gibson, Dunn & Crutcher LLP
10.1** Master Lease Agreement, dated November 11, 1997, between Comdisco,
Inc. and Convergent Communications, Inc.
10.2** Master Lease Agreement, dated November 17, 1997, between Convergent
Capital Corporation and Convergent Communications, Inc.
10.3** Program Agreement, dated November 19, 1997, among Comdisco, Inc.,
Convergent Communications Services, Inc. and Convergent
Communications, Inc.
10.4** Stock Purchase Agreement, dated October 31, 1996, between SONeTech
and Convergent Communications, Inc.
10.5** Stock Purchase Agreement dated March 1, 1997, among Integrated
Communication Networks, Inc., Communications Services of Iowa, Inc.,
John Shlepphorst and Convergent Communications, Inc.
10.6** Agreement and Plan of Merger, dated August 29, 1997, among Convergent
Communications Services, Inc., A.T.T.Ex Corporation and Convergent
Communications, Inc.
10.7** Agreement and Plan of Merger, dated September 1, 1997, among
Convergent Communications Services, Inc., Vital Integration Solutions
and Convergent Communications, Inc.
10.8** Asset Purchase Agreement, dated October 1, 1997, between Big Planet,
Inc. and Convergent Communications Services, Inc.
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10.9** Asset Purchase Agreement, dated December 3, 1997, between Sigmacom
Corporation and Convergent Communications Services, Inc.
10.10** Asset Purchase Agreement, dated February 1, 1998, between Peak Comm,
Inc. d/b/a Telephone Communications Company and Convergent
Communications Services, Inc.
10.11** Agreement and Plan of Merger, dated March 13, 1998, among Convergent
Communications Services, Inc., Communication Services of Colorado,
Inc., Donna Sipes and Convergent Communications, Inc.
10.12** Asset Purchase Agreement, dated March 27, 1998, between Network
Computing Solutions, LLC and Convergent Communications Services, Inc.
10.13** Employment Agreement, dated December 15, 1996, between Keith V. Burge
and Convergent Communications, Inc., as amended April 13, 1998
10.14** Employment Agreement, dated December 15, 1996, between John R. Evans
and Convergent Communications, Inc., as amended April 13, 1998
10.15** Employment Agreement, dated December 15, 1996, between Philip G.
Allen and Convergent Communications, Inc., as amended April 13, 1998
10.16** Employment Agreement, dated August 7, 1997, between Martin E. Freidel
and Convergent Communications, Inc.
10.17** Asset Purchase Agreement, dated May 15, 1990, among Convergent
Communications Services, Inc., H, H & H Communications Technologies,
Inc.
10.18** Telephone Company Acquisition Agreement between Convergent
Communications, Inc., First Continental Group, L.C., and ICN, LLC
dated July 1996
10.19** Asset Purchase Agreement, dated June 16, 1998 (as amended) by and
between Convergent Communications Services, Inc. and Tie
Communications, Inc., Debtor-in-Possession
10.20** Asset Purchase Agreement, dated June 30, 1998 by and between
Convergent Communications, Inc. and CMB Holdings, Inc.
10.21+ Asset Purchase Agreement, dated February 1, 1999, by and between
Convergent Communications, Services, Inc. and Kansas Communications,
Inc.
10.22** Employment Agreement, dated March 3, 1997, between John J. Phibbs and
Convergent Communications, Inc., as amended on April 13, 1998.
10.23+ Securities Purchase Agreement, dated as of March 17, 1999, by and
between Convergent Communications, Inc., and the purchasers signatory
thereto.
10.24+ First Amendment to Employment Agreement by and between Convergent
Communications, Inc. and Martin E. Freidel, dated September 15, 1998.
10.25+ Second Amendment to Employment Agreement by and between Convergent
Communications, Inc. and John J. Phibbs, dated February 1, 1999.
10.26++ Second Amendment to Employment Agreement by and between Convergent
Communication, Inc. and Phillip G. Allen, dated April 8, 1999
10.27++ Second Amendment to Employment Agreement by and between Convergent
Communications, Inc. and Martin E. Freidel, dated April 8, 1999
10.28++ Second Amendment to Employment Agreement by and between Convergent
Communications, Inc. and John R. Evans, dated April 8, 1999
10.29++ Third Amendment to Employment Agreement by and between Convergent
Communications, Inc. and John J. Phibbs, dated April 8, 1999
10.30++ Third Amendment to Employment Agreement by and between Convergent
Communications, Inc. and Keith V. Burge, dated April 8, 1999
10.31++ Credit and Guarantee Agreement among Convergent Communications, Inc.,
Convergent Communications Services, Inc., Convergent Capital
Corporation, various lenders and Goldman Sachs Credit Partners, L.P.,
dated as of June 3, 1999.
10.32++ Pledge and Security agreement among Convergent Communications, Inc.,
Convergent Communications Services, Inc., Convergent Capital
Corporation and Goldman Sachs Credit Partners, L.P., dated as of
June 3, 1999.
21.1++ Consent of PricewaterhouseCoopers LLP on Convergent Communications,
Inc.
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21.2++ Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5)
21.3++ Consent of PricewaterhouseCoopers LLP on TIE Communications, Inc.
24.1++ Power of Attorney
27.1++ Financial Data Schedule
* To be filed by amendment
** Previously filed and incorporated by reference to the Registration Statement
on Form S-4 (Reg. No. 333-5393).
+ Previously filed and incorporated by reference to the Form 10-K (SEC File
No. 333-53953)
++ Filed and incorporated by reference to the Registration Statement on
Form S-1 (Reg. No. 333-78483).
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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: June 28, 1999 Convergent Communications, Inc.
By: /s/ John R. Evans
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John R. Evans
Chief Executive Officer
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