<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
DAVEL COMMUNICATIONS, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 59-3538257
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(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
1429 Massaro Blvd.
Tampa, FL 33619
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(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on which
to be so Registered Each Class is to be Registered
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<S> <C>
Common Stock, par value $.01 per share Nasdaq National Market
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- ------------------------------------------ -----------------------------------
</TABLE>
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), please check the following box. [X]
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), please check the following box. [_]
Securities Act registration statement file number to which this form relates:
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(If applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
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(Title of Class)
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(Title of Class)
Page 1 of 3 Pages
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EXPLANATORY NOTE
On December 22, 1998, Davel Communications Group, Inc. merged with and into
an indirect, wholly owned subsidiary of Davel Communications, Inc., formerly
Davel Holdings, Inc. (the "Registrant"). In connection with the merger, the
Registrant issued shares of its common stock, par value $.01 per share (the "New
Davel Common Stock"), to the holders of Davel Communications Group, Inc.'s
common stock, no par value per share ("Old Davel Common Stock"). Pursuant to
Rule 12g-3(c) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the New Davel Common Stock is deemed to be registered under
Section 12 of the Exchange Act. This Amendment No. 1 on Form 8-A/A is being
filed to amend the Form 8-A of Davel Communications Group, Inc., filed on
October 13, 1993.
Item 1. Description of Registrant's Securities to be Registered
The Description of the Registrant's Common Stock, as included under
the caption "Description of New Davel Capital Stock" in the Prospectus
forming a part of the Registrant's Registration Statement on Form S-4,
filed with the Securities and Exchange Commission on November 20,
1998, Registration Number 333-67617, including exhibits, and as may be
subsequently amended from time to time (the "Registration Statement"),
is hereby incorporated by reference. Capitalized terms used herein
and not otherwise defined having the meanings assigned to them in the
Registration Statement.
Item 2. Exhibits.
<TABLE>
<CAPTION>
Number Description
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<C> <S>
1 Restated Certificate of Incorporation of the Registrant,
incorporated by reference to Exhibit 3.1 of the Registrant's
Registration Statement on Form S-4 filed on November 20,
1998 (Registration File No. 333-67617)
2 Restated By-Laws of the Registrant, incorporated by
reference to Exhibit 3.1 of the Registrant's Registration
Statement on Form S-4 filed on November 20, 1998
(Registration File No. 333-67617)
</TABLE>
Page 2 of 3 Pages
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SIGNATURE
Pursuant to the requirements of Section 12 of the Exchange Act, the
Registrant has duly caused this Amendment No. 1 on Form 8-A/A to be signed on
its behalf by the undersigned, thereto duly authorized.
DAVEL COMMUNICATIONS, INC.
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(Registrant)
Date: December 23, 1998 By: /s/ Michael E. Hayes
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Michael E. Hayes
Senior Vice President and Chief Financial
Officer
Page 3 of 3 Pages
