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As filed with the Securities and Exchange
Commission on March 31, 1999
Registration No. 333-72409
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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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RHYTHMS NETCONNECTIONS INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 33-0747515
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
6933 SOUTH REVERE PARKWAY
ENGLEWOOD, COLORADO 80112
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of securities
securities pursuant to pursuant to Section 12(g) of
Section 12(b) of the Exchange Act and is the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check Instruction A.(d), please
the following box. / / check the following box. /X/
Securities Act Registration Statement File Number 333-72409
to which this form relates: ---------------
(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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Not Applicable Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
See "Description of Capital Stock" in the Company's Registration Statement on
Form S-1 (Registration No. 333-72409) filed with the Securities and Exchange
Commission (the "Commission") on February 16, 1999 and any amendments to the
Registration Statement made prior to the effective date (collectively, the
"Registration Statement"), each of which is hereby incorporated herein by
reference. The form of Prospectus filed by the Registrant pursuant to Rule
424(b) promulgated under the Securities Act of 1933, as amended, shall be
deemed to be incorporated by reference into the Registration Statement.
ITEM 2. EXHIBITS.
The following exhibits to this Registration Statement on Form 8-A
are incorporated by reference to the documents specified, which have been or
will be filed with the Commission:
1. Form of Restated Certificate of Incorporation of the Company to
become effective simultaneously with the completion of the
Offering, filed as Exhibit 3.2 to the Company's Registration
Statement.
2. Form of Restated Bylaws of the Company to be effective
simultaneously with the completion of the Offering, filed as
Exhibit 3.4 to the Company's Registration Statement.
3. Form of Certificate for Common Stock, filed as Exhibit 4.1 to the
Company's Registration Statement.
2
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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.
RHYTHMS NETCONNECTIONS INC.
Date: March 31, 1999 By: /s/ Catherine M. Hapka
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Catherine M. Hapka
President and Chief Executive Officer
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
EXHIBITS
TO
FORM 8-A
UNDER
SECURITIES EXCHANGE ACT OF 1934
RHYTHMS NETCONNECTIONS INC.
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EXHIBIT INDEX
The following exhibits to this Registration Statement on Form 8-A are
incorporated by reference to the documents specified, which have been or will
be filed with the Commission:
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------- -------
<S> <C>
1. Form of Restated Certificate of Incorporation of the Company to become
effective simultaneously with the completion of the Offering, filed as
Exhibit 3.2 to the Company's Registration Statement.
2. Form of Restated Bylaws of the Company to be effective simultaneously
with the completion of the Offering, filed as Exhibit 3.4 to the
Company's Registration Statement.
3. Form of Certificate for Common Stock, filed as Exhibit 4.1 to the
Company's Registration Statement.
</TABLE>
