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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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FOCAL COMMUNICATIONS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 36-4167094
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
200 North LaSalle Street
Suite 1100
Chicago, Illinois 60601
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [_] box. [_]
Securities Act registration statement file number to which this form relates:
333-77995
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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 on Which
to be so Registered Each Class is to be Registered
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None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value per share
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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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The information required by this item is set forth under the caption
"Description of Capital Stock" in the Registration Statement on Form S-1 (No.
333-77995) of Focal Communications Corporation, a Delaware corporation (the
"Company"), as filed with the Securities and Exchange Commission (the
"Commission") on May 7, 1999, as amended by Amendment No. 1 to Registration
Statement on Form S-1 (No. 333-77995) filed with the Commission on June 7, 1999,
Amendment No. 2 to Registration Statement on Form S-1 (No. 333-77995) filed with
the Commission on July 6, 1999 and Amendment No. 3 to Registration Statement on
Form S-1 (No. 333-77995) filed with the Commission on July 23, 1999 (as so
amended, the "S-1"). Any prospectus related to the S-1 and subsequently filed by
the Company pursuant to Rule 424(b) under the Securities Act of 1933, as
amended, shall be deemed to be incorporated herein.
Item 2. Exhibits
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3.1 Certificate of Incorporation. (Incorporated by reference to Exhibit No.
3.1 of the Company's Registration Statement on Form S-4 (No. 333-49397)
originally filed with the Commission on August 13, 1998 (the "S-4"))
3.2 Amendment to Certificate of Incorporation. (Incorporated by reference to
Exhibit No. 3.2 to the Company's Annual Report on Form 10-K for year ended
December 31, 1998 originally filed with the Commission on March 31, 1998
(the "1998 10-K"))
3.3 Form of Amended and Restated Certificate of Incorporation. (Incorporated
by reference to Exhibit 3.3 of the S-1)
3.4 By-Laws. (Incorporated by reference to Exhibit No. 3.2 of the S-4)
3.5 Form of Amended and Restated By-Laws. (Incorporated by reference to
Exhibit 3.5 of the S-1)
4.1 Indenture with Harris Trust and Savings Bank, dated February 18, 1998.
(Incorporated by reference to Exhibit No. 4.1 of the S-4)
4.2 Initial Global 12.125% Senior Discount Note Due February 15, 2008, dated
February 18, 1998. (Incorporated by reference to Exhibit No. 4.2 of the
S-4)
4.3 Stock Purchase Agreement with Madison Dearborn Capital Partners, L.P.,
Frontenac VI, L.P., Battery Ventures III, L.P., Brian F. Addy, John R.
Barnicle, Joseph Beatty, and Robert C. Taylor, Jr., dated November 27,
1996. (Incorporated by reference to Exhibit No. 4.5 of the S-4)
4.4 Amendment No. 1 to Stock Purchase Agreement with Madison Dearborn Capital
Partners, L.P., Frontenac VI, L.P., Battery Ventures III, L.P., Brian F.
Addy, John R. Barnicle, Joseph Beatty, and Robert C. Taylor, Jr., dated
January 23, 1998. (Incorporated by reference to Exhibit No. 4.6 of the
S-4)
4.5 Amendment No. 2 to Stock Purchase Agreement with Madison Dearborn Capital
Partners, L.P., Frontenac VI, L.P., Battery Ventures III, L.P., Brian F.
Addy, John R. Barnicle, Joseph Beatty and Robert C. Taylor, Jr., dated as
of August 21, 1998. (Incorporated by reference to Exhibit No. 4.8 to the
Company's Quarterly Report on Form 10-Q for the period ending September
30, 1998, originally filed with the Commission on November 16, 1998 (the
"3rd Quarter 1998 10-Q"))
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4.6 Vesting Agreement with Madison Dearborn Capital Partners, L.P., Brian F.
Addy, John R. Barnicle, Joseph Beatty and Robert C. Taylor, Jr., dated as
of November 27, 1996. (Incorporated by reference to Exhibit No. 4.1 of the
3rd Quarter 1998 10-Q)
4.7 Vesting Agreement with Frontenac VI, L.P., Brian F. Addy, John R.
Barnicle, Joseph Beatty and Robert C. Taylor, Jr., dated as of November
27, 1996. (Incorporated by reference to Exhibit No. 4.2 of the 3rd Quarter
1998 10-Q)
4.8 Vesting Agreement with Battery Ventures III, L.P., Brian F. Addy, John R.
Barnicle, Joseph Beatty and Robert C. Taylor, Jr., dated as of November
27, 1996. (Incorporated by reference to Exhibit No. 4.3 of the 3rd Quarter
1998 10-Q)
4.9 Amendment No. 1 to Vesting Agreement and Consent as of August 21, 1998,
between Focal Communications Corporation with Madison Dearborn Capital
Partners, L.P., Frontenac VI, L.P., Battery Ventures Ill, L.P., Brian F.
Addy, John R. Barnicle, Joseph Beatty and Robert C. Taylor, Jr., dated as
of August 21, 1998. (Incorporated by reference to Exhibit No. 4.4 of the
3rd Quarter 1998 10-Q)
4.10 Amendment No. 1 to Vesting Agreement and Consent as of August 21, 1998,
between Focal Communications Corporation with Madison Dearborn Capital
Partners, L.P., Frontenac VI, L.P., Battery Ventures III, L.P., Brian F.
Addy, John R. Barnicle, Joseph Beatty and Robert C. Taylor, Jr., dated as
of August 21, 1998. (Incorporated by reference to Exhibit No. 4.5 of the
3rd Quarter 1998 10-Q)
4.11 Amendment No. 1 to Vesting Agreement and Consent as of August 21, 1998,
between Focal Communications Corporation with Madison Dearborn Capital
Partners, L.P., Frontenac VI, L.P., Battery Ventures III, L.P., Brian F.
Addy, John R. Barnicle, Joseph Beatty and Robert C. Taylor, Jr., dated as
of August 21, 1998. (Incorporated by reference to Exhibit No. 4.6 of the
3rd Quarter 1998 10-Q)
4.12 Form of Restricted Stock Agreement, dated September 30, 1998 between Focal
Communications Corporation and each of Brian F. Addy, John R. Barnicle,
Joseph Beatty, and Robert C. Taylor, Jr. (Incorporated by reference to
Exhibit No. 4.7 of the 3rd Quarter 1998 10-Q)
4.13 Stockholders Agreement with Madison Dearborn Capital Partners, L.P.,
Frontenac VI, L.P., Battery Ventures III, L.P., Brian F. Addy, John R.
Barnicle, Joseph Beatty, and Robert C. Taylor, Jr., dated November 27,
1996. (Incorporated by reference to Exhibit No. 4.11 of the S-4)
4.14 Amendment No. 1 to Stockholders Agreement with Madison Dearborn Capital
Partners, L.P., Frontenac VI, L.P., Battery Ventures III, L.P., Brian F.
Addy, John R. Barnicle, Joseph Beatty and Robert C. Taylor, Jr., dated as
of July 7, 1998. (Incorporated by reference to Exhibit No. 4.9 of the 3rd
Quarter 1998 10-Q)
4.15 Amendment No. 2 to Stockholders Agreement with Madison Dearborn Capital
Partners, L.P., Frontenac VI, L.P., Battery Ventures III, L.P., Brian F.
Addy, John R. Barnicle, Joseph Beatty and Robert C. Taylor, Jr., dated as
of August 21, 1998. (Incorporated by reference to Exhibit No. 4.10 of the
3rd Quarter 1998 10-Q)
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4.16 Amendment No. 3 to Stockholders Agreement with Madison Dearborn Capital
Partners, L.P., Frontenac VI, L.P., Battery Ventures III, L.P., Brian F.
Addy, John R. Barnicle, Joseph Beatty, and Robert C. Taylor, Jr., dated
February 16, 1999. (Incorporated by reference to Exhibit No. 4.16 to the
1998 10-K)
4.17 Amendment No. 4 to Stockholders Agreement with Madison Dearborn Capital
Partners, L.P., Frontenac VI, L.P., Battery Ventures III, L.P., Brian F.
Addy, John R. Barnicle, Joseph Beatty and Robert C. Taylor, Jr., dated as
of May 21, 1999. (Incorporated by reference to Exhibit 4.27 of the S-1)
4.18 Executive Stock Agreement and Employment Agreement with Brian F. Addy,
dated November 27, 1996. (Incorporated by reference to Exhibit No. 4.12 of
the S-4)
4.19 Executive Stock Agreement and Employment Agreement with John R. Barnicle,
dated November 27,1996. (Incorporated by reference to Exhibit No. 4.13 of
the S-4)
4.20 Executive Stock Agreement and Employment Agreement with Joseph A. Beatty,
dated November 27, 1996. (Incorporated by reference to Exhibit No. 4.14 of
the S-4)
4.21 Executive Stock Agreement and Employment Agreement with Robert C. Taylor,
Jr., dated November 27, 1996. (Incorporated by reference to Exhibit No.
4.15 of the S-4)
4.22 Amendment No. 1 to Executive Employment Agreement and Consent with Brian
F. Addy, dated as of August 21, 1998. (Incorporated by reference to
Exhibit No. 4.11 of the 3rd Quarter 1998 10-Q)
4.23 Amendment No. 1 to Executive Employment Agreement and Consent with John R.
Barnicle, dated as of August 21, 1998. (Incorporated by reference to
Exhibit No. 4.12 of the 3rd Quarter 1998 10-Q)
4.24 Amendment No. 1 to Executive Employment Agreement and Consent with Joseph
Beatty, dated as of August 21, 1998. (Incorporated by reference to Exhibit
No. 4.13 of the 3rd Quarter 1998 10-Q)
4.25 Amendment No. 1 to Executive Employment Agreement and Consent with Robert
C. Taylor. Jr., dated as of August 21, 1998. (Incorporated by reference to
Exhibit No. 4.14 of the 3rd Quarter 1998 10-Q)
4.26 Registration Agreement with Madison Dearborn Capital Partners, L.P.,
Frontenac VI, L.P., Battery Ventures III, L.P., Brian F. Addy, John R.
Barnicle, Joseph Beatty, and Robert C. Taylor, Jr., dated November 27,
1996. (Incorporated by reference to Exhibit No. 4.16 of the S-4)
4.27 Amendment No. 1 to Registration Agreement with Madison Dearborn Capital
Partners, L.P., Frontenac VI, L.P., Battery Ventures III, L.P., Brian F.
Addy, John R. Barnicle, Joseph Beatty and Robert C. Taylor, Jr., dated as
of August 21, 1998. (Incorporated by reference to Exhibit No. 4.15 of the
3rd Quarter 1998 10-Q)
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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.
FOCAL COMMUNICATIONS CORPORATION
DATE: July 26, 1999 By: /s/ Renee M. Martin
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Renee M. Martin
Senior Vice President,
General Counsel and Secretary
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit
Number Exhibit Description Location
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<C> <S> <C>
3.1 Certificate of Incorporation. (Incorporated by reference Incorporated by Reference
to Exhibit No. 3.1 of the Company's Registration
Statement on Form S-4 (No. 333-49397) originally filed
with the Commission on August 13, 1998 (the "S-4"))
3.2 Amendment to Certificate of Incorporation. Incorporated by Reference
(Incorporated by reference to Exhibit No. 3.2 to the
Company's Annual Report on Form 10-K for year ended
December 31, 1998 originally filed with the
Commission on March 31, 1998 (the "1998 10-K"))
3.3 Form of Amended and Restated Certificate of Incorporated by Reference
Incorporation. (Incorporated by reference to Exhibit 3.3
of the S-1)
3.4 By-Laws. (Incorporated by reference to Exhibit No. 3.2 Incorporated by Reference
of the S-4)
3.5 Form of Amended and Restated By-Laws. Incorporated by Reference
(Incorporated by reference to Exhibit 3.5 of the S-1)
4.1 Indenture with Harris Trust and Savings Bank, dated Incorporated by Reference
February 18, 1998. (Incorporated by reference to
Exhibit No. 4.1 of the S-4)
4.2 Initial Global 12.125% Senior Discount Note Due Incorporated by Reference
February 15, 2008, dated February 18, 1998.
(Incorporated by reference to Exhibit No. 4.2 of the S-4)
4.3 Stock Purchase Agreement with Madison Dearborn Incorporated by Reference
Capital Partners, L.P., Frontenac VI, L.P., Battery
Ventures III, L.P., Brian F. Addy, John R. Barnicle,
Joseph Beatty, and Robert C. Taylor, Jr., dated
November 27, 1996. (Incorporated by reference to
Exhibit No. 4.5 of the S-4)
4.4 Amendment No. 1 to Stock Purchase Agreement with Incorporated by Reference
Madison Dearborn Capital Partners, L.P., Frontenac VI,
L.P., Battery Ventures III, L.P., Brian F. Addy, John R.
Barnicle, Joseph Beatty, and Robert C. Taylor, Jr., dated
January 23, 1998. (Incorporated by reference to Exhibit
No. 4.6 of the S-4)
</TABLE>
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Exhibit
Number Exhibit Description Location
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<C> <S> <C>
4.5 Amendment No. 2 to Stock Purchase Agreement with Incorporated by Reference
Madison Dearborn Capital Partners, L.P., Frontenac VI,
L.P., Battery Ventures III, L.P., Brian F. Addy, John R.
Barnicle, Joseph Beatty and Robert C. Taylor, Jr., dated
as of August 21, 1998. (Incorporated by reference to
Exhibit No. 4.8 to the Company's Quarterly Report on
Form 10-Q for the period ending September 30, 1998,
originally filed with the Commission on November 16,
1998 (the "3rd Quarter 1998 10-Q"))
4.6 Vesting Agreement with Madison Dearborn Capital Incorporated by Reference
Partners, L.P., Brian F. Addy, John R. Barnicle, Joseph
Beatty and Robert C. Taylor, Jr., dated as of November
27, 1996. (Incorporated by reference to Exhibit No. 4.1
of the 3rd Quarter 1998 10-Q)
4.7 Vesting Agreement with Frontenac VI, L.P., Brian F. Incorporated by Reference
Addy, John R. Barnicle, Joseph Beatty and Robert C.
Taylor, Jr., dated as of November 27, 1996.
(Incorporated by reference to Exhibit No. 4.2 of the 3rd
Quarter 1998 10-Q)
4.8 Vesting Agreement with Battery Ventures III, L.P., Incorporated by Reference
Brian F. Addy, John R. Barnicle, Joseph Beatty and
Robert C. Taylor, Jr., dated as of November 27, 1996.
(Incorporated by reference to Exhibit No. 4.3 of the 3rd
Quarter 1998 10-Q)
4.9 Amendment No. 1 to Vesting Agreement and Consent Incorporated by Reference
as of August 21, 1998, between Focal Communications
Corporation with Madison Dearborn Capital Partners,
L.P., Frontenac VI, L.P., Battery Ventures Ill, L.P.,
Brian F. Addy, John R. Barnicle, Joseph Beatty and
Robert C. Taylor, Jr., dated as of August 21, 1998.
(Incorporated by reference to Exhibit No. 4.4 of the 3rd
Quarter 1998 10-Q)
4.10 Amendment No. 1 to Vesting Agreement and Consent Incorporated by Reference
as of August 21, 1998, between Focal Communications
Corporation with Madison Dearborn Capital Partners,
L.P., Frontenac VI, L.P., Battery Ventures III, L.P.,
Brian F. Addy, John R. Barnicle, Joseph Beatty and
Robert C. Taylor, Jr., dated as of August 21, 1998.
(Incorporated by reference to Exhibit No. 4.5 of the 3rd
Quarter 1998 10-Q)
</TABLE>
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<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description Location
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<C> <S> <C>
4.11 Amendment No. 1 to Vesting Agreement and Consent Incorporated by Reference
as of August 21, 1998, between Focal Communications
Corporation with Madison Dearborn Capital Partners,
L.P., Frontenac VI, L.P., Battery Ventures III, L.P.,
Brian F. Addy, John R. Barnicle, Joseph Beatty and
Robert C. Taylor, Jr., dated as of August 21, 1998.
(Incorporated by reference to Exhibit No. 4.6 of the 3rd
Quarter 1998 10-Q)
4.12 Form of Restricted Stock Agreement, dated September Incorporated by Reference
30, 1998 between Focal Communications Corporation
and each of Brian F. Addy, John R. Barnicle, Joseph
Beatty, and Robert C. Taylor, Jr. (Incorporated by
reference to Exhibit No. 4.7 of the 3rd Quarter 1998
10-Q)
4.13 Stockholders Agreement with Madison Dearborn Incorporated by Reference
Capital Partners, L.P., Frontenac VI, L.P., Battery
Ventures III, L.P., Brian F. Addy, John R. Barnicle,
Joseph Beatty, and Robert C. Taylor, Jr., dated
November 27, 1996. (Incorporated by reference to
Exhibit No. 4.11 of the S-4)
4.14 Amendment No. 1 to Stockholders Agreement with Incorporated by Reference
Madison Dearborn Capital Partners, L.P., Frontenac VI,
L.P., Battery Ventures III, L.P., Brian F. Addy, John R.
Barnicle, Joseph Beatty and Robert C. Taylor, Jr., dated
as of July 7, 1998. (Incorporated by reference to
Exhibit No. 4.9 of the 3rd Quarter 1998 10-Q)
4.15 Amendment No. 2 to Stockholders Agreement with Incorporated by Reference
Madison Dearborn Capital Partners, L.P., Frontenac VI,
L.P., Battery Ventures III, L.P., Brian F. Addy, John R.
Barnicle, Joseph Beatty and Robert C. Taylor, Jr., dated
as of August 21, 1998. (Incorporated by reference to
Exhibit No. 4.10 of the 3rd Quarter 1998 10-Q)
4.16 Amendment No. 3 to Stockholders Agreement with Incorporated by Reference
Madison Dearborn Capital Partners, L.P., Frontenac VI,
L.P., Battery Ventures III, L.P., Brian F. Addy, John R.
Barnicle, Joseph Beatty, and Robert C. Taylor, Jr., dated
February 16, 1999. (Incorporated by reference to
Exhibit No. 4.16 to the 1998 10-K)
</TABLE>
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<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description Location
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<C> <S> <C>
4.17 Amendment No. 4 to Stockholders Agreement with Incorporated by Reference
Madison Dearborn Capital Partners, L.P., Frontenac VI,
L.P., Battery Ventures III, L.P., Brian F. Addy, John R.
Barnicle, Joseph Beatty and Robert C. Taylor, Jr., dated
as of May 21, 1999. (Incorporated by reference to
Exhibit 4.27 of the S-1)
4.18 Executive Stock Agreement and Employment Incorporated by Reference
Agreement with Brian F. Addy, dated November 27,
1996. (Incorporated by reference to Exhibit No. 4.12 of
the S-4)
4.19 Executive Stock Agreement and Employment Incorporated by Reference
Agreement with John R. Barnicle, dated November
27,1996. (Incorporated by reference to Exhibit No. 4.13
of the S-4)
4.20 Executive Stock Agreement and Employment Incorporated by Reference
Agreement with Joseph A. Beatty, dated November 27,
1996. (Incorporated by reference to Exhibit No. 4.14 of
the S-4)
4.21 Executive Stock Agreement and Employment Incorporated by Reference
Agreement with Robert C. Taylor, Jr., dated November
27, 1996. (Incorporated by reference to Exhibit No.
4.15 of the S-4)
4.22 Amendment No. 1 to Executive Employment Incorporated by Reference
Agreement and Consent with Brian F. Addy, dated as of
August 21, 1998. (Incorporated by reference to Exhibit
No. 4.11 of the 3rd Quarter 1998 10-Q)
4.23 Amendment No. 1 to Executive Employment Incorporated by Reference
Agreement and Consent with John R. Barnicle, dated as
of August 21, 1998. (Incorporated by reference to
Exhibit No. 4.12 of the 3rd Quarter 1998 10-Q)
4.24 Amendment No. 1 to Executive Employment Incorporated by Reference
Agreement and Consent with Joseph Beatty, dated as of
August 21, 1998. (Incorporated by reference to Exhibit
No. 4.13 of the 3rd Quarter 1998 10-Q)
4.25 Amendment No. 1 to Executive Employment Incorporated by Reference
Agreement and Consent with Robert C. Taylor. Jr.,
dated as of August 21, 1998. (Incorporated by reference
to Exhibit No. 4.14 of the 3rd Quarter 1998 10-Q)
</TABLE>
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<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description Location
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<C> <S> <C>
4.26 Registration Agreement with Madison Dearborn Capital Incorporated by Reference
Partners, L.P., Frontenac VI, L.P., Battery Ventures III,
L.P., Brian F. Addy, John R. Barnicle, Joseph Beatty,
and Robert C. Taylor, Jr., dated November 27, 1996.
(Incorporated by reference to Exhibit No. 4.16 of the
S-4)
4.27 Amendment No. 1 to Registration Agreement with Incorporated by Reference
Madison Dearborn Capital Partners, L.P., Frontenac VI,
L.P., Battery Ventures III, L.P., Brian F. Addy, John R.
Barnicle, Joseph Beatty and Robert C. Taylor, Jr., dated
as of August 21, 1998. (Incorporated by reference to
Exhibit No. 4.15 of the 3rd Quarter 1998 10-Q)
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