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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MGC Communications, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 88-0360042
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
3301 N. Buffalo Drive, Las Vegas, Nevada 89129
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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
N/A N/A
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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: 333-49085 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value per share
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(Type of class)
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Item 1. Description of Registrant's Securities to be Registered.
A description of the Company's securities to be registered is contained in
that certain registration statement on Form S-1 (No. 333-49085) registering
shares of the Company's Common Stock under the Securities Act of 1933, as
amended, filed with the Commission on April 1, 1998, which registration
statement, as amended, including the description of the Company's securities, is
incorporated by reference herein and made a part hereof.
Item 2. Exhibits.
1. Specimen of the security to be registered. To be filed by amendment.
2.1 Articles of Incorporation and Amendments of MGC Communications, Inc.
Reference is made to the Articles of Incorporation and Amendments
filed with the Commission as Exhibit 3.1 to the Company's
Registration Statement on Form S-4 (File No. 333-38875) previously
filed with the Commission, incorporated herein by reference and made
a part hereof.
2.2 By-laws of MGC Communications, Inc.
Reference is made to the By-laws filed with the Commission as
Exhibit 3.2 to the above referenced Registration Statement on Form
S-1 (File No. 333-49085) previously filed with the Commission,
incorporated herein by reference and made a part hereof.
2.3 Certificate of Designation of Series A Convertible Preferred Stock.
Reference is made to the Certificate of Designation of Series A
Preferred Stock filed with the Commission as Exhibit 3.3 to the
above referenced Registration Statement on Form S-4 (File No.
333-38875) previously filed with the Commission, incorporated herein
by reference and made a part hereof.
2.4 Stockholders Agreement dated as of November 26, 1997, among the
Company, Maurice J. Gallagher, Jr., Nield J. Montgomery and certain
investors identified therein.
Reference is made to the Stockholders Agreement filed with the
Commission as Exhibit 3.4 to the above referenced Registration
Statement on Form S-4 (File No. 333-38875) previously filed with the
Commission, incorporated herein by reference and made a part hereof.
2.5 Registration Rights Agreement dated as of September 29, 1997 among
the Company, Bear, Stearns & Co. Inc. and Furman Selz LLC.
Reference is made to the Registration Rights Agreement filed with
the Commission as Exhibit 4.2 to the above referenced Registration
Statement on Form S-4 (File No. 333-38875) previously filed with the
Commission, incorporated herein by reference and made a part hereof.
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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.
MGC COMMUNICATIONS, INC.
By: /s/ Nield J. Montgomery
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Nield J. Montgomery, President
Date: April 21, 1998
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