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Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
FIRSTWORLD COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 33-0521976
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
9333 GENESEE AVENUE, SUITE 200
SAN DIEGO, CALIFORNIA 92121
(Address of Principal Executive Office) (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: _______________
(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS TO NAME OF EXCHANGE ON WHICH EACH CLASS IS
BE SO REGISTERED TO BE REGISTERED
None None
Securities to Be Registered Pursuant to Section 12(g) of the Act:
SERIES B COMMON STOCK
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
The title of the stock to be registered is Series B Common Stock,
$0.0001 par value per share (the "Series B Common Stock"), of FirstWorld
Communications, Inc., a Delaware corporation (the "Registrant"). A
description of the securities registered hereby is included in the
"Description of Capital Stock" section of the Prospectus filed with the
Securities and Exchange Commission on June 26, 1998 as part of the
Registrant's Registration Statement on Form S-4 (File No. 333-57829), as
amended by Amendment No. 1 thereto filed with the Commission on August 24,
1998 and by Amendment No. 2 thereto filed with the Commission on October 8,
1998, which is incorporated herein by reference, and any prospectus filed in
accordance with Rule 424(b) under the Securities Act of 1933, as amended.
Item 2. Exhibits
The securities described herein are to be registered pursuant to Section
12(g) of the Securities Exchange Act of 1934. Pursuant to Part I of the
Instructions as to Exhibits on Form 8-A, the following exhibits are being
filed with each copy of this Registration Statement:
1. Form of Certificate of Incorporation of the Registrant, as amended
(incorporated by reference to Exhibit 3.1 filed as part of Amendment No. 1 to
Registration Statement No. 333-57829).
2. Form of Bylaws of the Registrant, as amended (incorporated by
reference to Exhibit 3.2 filed as part of Amendment No. 1 to Registration
Statement No. 333-57829).
3. Form of Registrant's Series B Common Stock Certificate.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
FirstWorld Communications, Inc.
Date: October 8, 1998 By: /s/ DONALD L. STURM
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Donald L. Sturm
Chairman of the Board of Directors
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NUMBER [LOGO] SHARES
FW
SERIES B COMMON STOCK FIRSTWORLD-TM- SERIES B COMMON STOCK
COMMUNICATIONS
INCORPORATED UNDER THE LAWS SEE REVERSE FOR
OF THE STATE OF DELAWARE CERTAIN DEFINITIONS
This Certifies that
SPECIMEN
is the record holder of
FULLY PAID AND NONASSESSABLE SHARES OF SERIES B COMMON STOCK, $.0001 PAR
VALUE PER SHARE, OF
------------------ -----------------------
- -------------------- FIRSTWORLD COMMUNICATIONS, INC. -------------------------
------------------ -----------------------
transferable on the books of the Corporation in person or by duly authorized
attorney on surrender of this certificate properly endorsed. This certificate
shall not be valid until countersigned and registered by the Transfer Agent
and Registrar.
WITNESS the facsimile seal of the Corporation and the signatures of its
duly authorized officers.
Dated:
/s/ Dennis M. Mulroy SEAL /s/ Donald L. Sturm
SECRETARY CHAIRMAN
COUNTERSIGNED AND REGISTERED:
NORWEST BANK MINNESOTA, N.A.
TRANSFER AGENT AND REGISTRAR
BY /s/ [ILLEGIBLE]
AUTHORIZED SIGNATURE
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The Corporation shall furnish without charge to each stockholder who so
requests a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock of the
Corporation or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. Such requests shall be made
to the Corporation's Secretary at the principal office of the Corporation.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S><C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - ____________ Custodian ___________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act ______________________________
in common (State)
UNIF TRF MIN ACT - _______ Custodian (until age _____)
(Cust)
__________ under Uniform Transfers
(Minor)
to Minors Act ____________________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ______________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------
- --------------------------------------
- ------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Shares
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of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
Attorney
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to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated _________________________________
X _________________________________
X _________________________________
THE SIGNATURE(S) TO THIS
ASSIGNMENT MUST CORRESPOND WITH
THE NAME(S) AS WRITTEN UPON THE
NOTICE: FACE OF THIS CERTIFICATE IN
EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.
Signature(s) Guaranteed
By _______________________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 178d-15.
