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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
Northeast Optic Network, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 04-3056279
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(State of incorporation (IRS Employer
or organization) Identification No.)
391 Totten Pond Road, Suite 401, Waltham, MA 02154
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(Address of principal executive offices) (Zip Code)
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If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section 12(b) class of securities pursuant to Section 12(g)
of the Exchange Act and is effective of the Exchange Act and is effective
pursuant to General Instruction A.(c), pursuant to General Instruction A.(d),
please check the following box. [ ] please check the following box. [ x ]
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Securities Act registration statement file number to which this form
relates: 333-53441
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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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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share
__% Senior Notes Due 2008
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(Title of Class)
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Item 1: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description under the heading "Description of Capital Stock"
relating to the Registrant's Common Stock, $.01 par value per share, in the
Prospectus included in the Registrant's Registration Statement on Form S-1 filed
with the Securities and Exchange Commission (File No. 333-53441) the
"Registration Statement on Form S-1") is incorporated herein by reference.
The description under the heading "Description of the Notes" relating
to the Registrant's __% Senior Notes Due 2008, in the Prospectus included in the
Registrant's Registration Statement on Form S-1 is incorporated herein by
reference.
Item 2: EXHIBITS.
The following exhibits are filed herewith (or incorporated by reference
as indicated below):
1. Restated Certificate of Incorporation of the Registrant,
incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1.
2. Form of Restated Certificate of Incorporation of the
Registrant, incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1.
3. Bylaws of the Registrant, as amended, incorporated by
reference to Exhibit 3.3 to the Company's Registration
Statement on Form S-1.
4. Form of Amended and Restated Bylaws of the Registrant,
incorporated by reference to Exhibit 3.4 to the Company's
Registration Statement on Form S-1.
5. Form of Indenture Agreement, incorporated by reference to
Exhibit 4.2 to the Company's Registration Statement on
Form S-1.
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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.
Northeast Optic Network, Inc.
By: /s/ Victor Colantonio
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Victor Colantonio
President
July 21, 1998