SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CLASSIC COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 74-2630019
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
515 Congress Avenue, Suite 2626, Austin, TX
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(Address of principal executive offices)
78701
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(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 pursuant to securities pursuant to
Section 12(b) of the Exchange Section 12(g) of the Exchange
Act and is effective pursuant Act and is effective pursuant
to General Instruction A.(c), to General Instruction A.(d),
please check the following please check the following
box. [ ] box. [X]
Securities Act registration statement file number to which
this form relates: 333-63641
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock, par value $0.01 per share
Item 1. Description of Registrant's Securities to be Registered.
The description under the heading "Description of Capital
Stock" relating to the Registrant's Class A Common Stock, par value $0.01
per share, contained in the Prospectus included in the Registrant's
Registration Statement on Form S-1 (No. 333-89295), as amended by any
amendments to such Registration Statement, and by any prospectus filed
pursuant to Rule 424(b) of the General Rules and Regulations under the
Securities Act of 1933, is incorporated herein by reference.
Item 2. Exhibits.
The following exhibits are filed as a part of the S-1
Registration Statement:
Exhibit Description
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1. Amended and Restated Certificate of Incorporation
of the Registrant dated as of October 30, 1995.(1)
2. Certificate of Amendment to Amended and Restated
Certificate of Incorporation of the Registrant dated
July 21, 1998.(2)
3. Certificate of Amendment to Amended and Restated
Certificate of Incorporation of the Registrant dated
July 28, 1999.(3)
4. Amended and Restated Bylaws of the Registrant.(4)
5. Form of certificate evidencing shares of Class A common
stock.(5)
6. Stockholders' Agreement, dated as of July 28, 1999 by and
among the Registrant, Brera Classic, LLC and the
additional parties named therein.(6)
7. Registration Rights Agreement, dated as of July 28, 1999,
among the Registrant, Brera Classic, LLC and the
additional parties named therein.(7)
8. Shareholder and Registration Rights Agreement, dated as
of July 29, 1998, by and among the Registrant and Certain
Stockholders and Merrill Lynch, Pierce, Fenner & Smith
Incorporated.(8)
9. Form of Amended and Restated Stockholders' Agreement, by
and among the Registrant, Brera Classic, LLC and the
additional parties named therein.(9)
10. Form of Amended and Restated Registration Rights
Agreement by and among the Registrant, Brera Classic, LLC
and the additional parties named therein.(10)
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(1) Incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-4 (Registration No. 333-63641).
(2) Incorporated by reference to Exhibit 3.1(b) to the Registrant's
Registration Statement on Form S-4 (Registration No. 333-63641).
(3) Incorporated by reference to Exhibit 3.1(c) to the Registrant's
Registration Statement on Form S-4 (Registration No. 333-63641).
(4) Incorporated by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-4 (Registration No. 333-63641).
(5) Incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the
Regis trant's Registration Statement on Form S-1 (Registration
No. 333-89295).
(6) Incorporated by reference to Exhibit 10.14 to the Registrant's
Registration Statement on Form S-4 (Registration No. 333-63641).
(7) Incorporated by reference to Exhibit 10.15 to the Registrant's
Registration Statement on Form S-4 (Registration No. 333-63641).
(8) Incorporated by reference to Exhibit 4.3B to the Registrant's
Registration Statement on Form S-4 (Registration No. 333-63641).
(9) Incorporated by reference to Exhibit 10.27 to Amendment No. 1 to
the Registrant's Registration Statement on Form S-1 (Registration
No. 333-89295).
(10) Incorporated by reference to Exhibit 10.28 to Amendment No. 1 to
the Registrant's Registration Statement on Form S-1 (Registration
No. 333-89295).
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.
CLASSIC COMMUNICATIONS, INC.
By: /s/ Bryan Noteboom
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Name: Bryan Noteboom
Title: Vice President, Finance
Date: November 24, 1999
Exhibit Description
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1. Amended and Restated Certificate of Incorporation of the
Registrant dated as of October 30, 1995. (Incorporated by
reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-4 (Registration No. 333-63641)).
2. Certificate of Amendment to Amended and Restated
Certificate of Incorporation of the Registrant dated July
21, 1998. (Incorporated by reference to Exhibit 3.1(b) to
the Registrant's Registration Statement on Form S-4
(Registration No. 333-63641)).
3. Certificate of Amendment to Amended and Restated
Certificate of Incorporation of the Registrant dated July
28, 1999. (Incorporated by reference to Exhibit 3.1(c) to
the Registrant's Registration Statement on Form S-4
(Registration No. 333-63641)).
4. Amended and Restated Bylaws of the Registrant.
(Incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-4
(Registration No. 333-63641)).
5. Form of certificate evidencing shares of Class A common
stock.
6. Stockholders' Agreement, dated as of July 28, 1999 by and
among the Registrant, Brera Classic, LLC and the
additional parties named therein. (Incorporated by
reference to Exhibit 10.14 to the Registrant's
Registration Statement on Form S-4 (Registration No.
333-63641)).
7. Registration Rights Agreement, dated as of July 28, 1999,
among the Registrant, Brera Classic, LLC and the
additional parties named therein. (Incorporated by
reference to Exhibit 10.15 to the Registrant's
Registration Statement on Form S-4 (Registration No.
333-63641)).
8. Shareholder and Registration Rights Agreement, dated as
of July 29, 1998, by and among the Registrant and Certain
Stockholders and Merrill Lynch, Pierce, Fenner & Smith
Incorporated. (Incorporated by reference to Exhibit 4.3B
to the Registrant's Registration Statement on Form S-4
(Registration No. 333-63641)).
9. Form of Amended and Restated Stockholders' Agreement, by
and among the Registrant, Brera Classic, LLC and the
additional parties named therein. (Incorporated by
reference to Exhibit 10.27 to Amendment No. 1 to the
Registrant's Registration Statement on Form S-1
(Registration No. 333-89295)).
10. Form of Amended and Restated Registration Rights
Agreement by and among the Registrant, Brera Classic, LLC
and the additional parties named therein. (Incorporated
by reference to Exhibit 10.28 to Amendment No. 1 to the
Registrant's Registration Statement on Form S-1
(Registration No. 333-89295)).
