As filed with the Securities and Exchange Commission on
August 5, 1998
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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
PATHNET, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 52-1941838
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(State of incorporation (IRS Employer
or organization) Identification No.)
1015 31ST STREET, N.W., WASHINGTON, DC 20007
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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
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None None
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:
333-52247 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class)
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<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Information with respect to the Common Stock of the Registrant is
incorporated herein by reference to the section captioned "Description of
Capital Stock" in the Registrant's Registration Statement on Form S-1 (File No.
333-52247) filed with the Securities and Exchange Commission on May 8, 1998 (the
"Form S-1 Registration Statement") as such may be amended, including by any
prospectus filed by the Company pursuant to Rule 424(b) promulgated under the
Securities Act of 1933 ("Rule 424(b)"), as amended. Any such prospectus
subsequently filed pursuant to Rule 424(b) is incorporated herein by reference.
ITEM 2. EXHIBITS
Exhibit
Number Description
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1. Form of Amended and Restated Certificate of
Incorporation of the Registrant.*
2. Form of Amended and Restated Bylaws of the Registrant.**
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* Incorporated by reference to Exhibit 3.1 to the Form
S-1 Registration Statement.
** Incorporated by reference to Exhibit 3.2 to the Form
S-1 Registration Statement.
<PAGE>
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.
PATHNET, INC.
By: /s/ Michael A. Lubin
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Name: Michael A. Lubin
Title: Vice President, General Counsel
and Secretary
Dated: August 5, 1998
