<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
APPLIEDTHEORY CORPORATION
(Exact name of registrant as specified in its Charter)
Delaware 16-1491253
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
40 Cutter Mill Road, Suite 405
Great Neck, New York 11021
(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so Name of each exchange on which each class
registered is to be registered
None Not Applicable
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]
<PAGE> 2
Securities Act registration statement file number to which this form relates:
333-72133 (if applicable).
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
A complete description of the Common Stock, $.01 par value per
share, of AppliedTheory Corporation (the "Registrant") which
is to be registered hereunder is contained under the caption
"Description of Capital Stock" in the Registration Statement
on Form S-1 (File No. 333-72133) filed by the Registrant with
the Securities and Exchange Commission on February 10, 1999,
as amended from time to time (the "Registration Statement").
Such description is hereby incorporated by reference.
Item 2. Exhibits.
The following exhibits are filed herewith (or incorporated by
reference as indicated below):
Exhibit
Number Description
1. Certificate of Incorporation of the Registrant, as amended
(incorporated by reference to Exhibit 3.01 of the Registration
Statement)
2. Bylaws of the Registrant, as amended (incorporated by
reference to Exhibit 3.02 of the Registration Statement)
3. Specimen of Certificate for Common Stock of the Registrant
(incorporated by reference to Exhibit 4.01 of the Registration
Statement)
4. Registration Rights Agreement by and among IXC Internet
Services, Inc., Grumman Hill Investments III, L.P.,
AppliedTheory Communications, Inc., NYSERNet.net, Inc.,
Richard Mandelbaum, James D. Luckett, Denis J. Martin, Mark A.
Oros, David A. Buckel and Shelley A. Harrison, dated July 10,
1998 (incorporated by reference to Exhibit 4.02 of the
Registration Statement)
<PAGE> 3
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.
APPLIEDTHEORY CORPORATION
By: /s/ David A. Buckel
Name: David A. Buckel
Title: Vice-President and Chief Financial
Officer
Date: April 12, 1999