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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
TOWNPAGESNET.COM PLC
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(Exact name of registrant as specified in its charter)
England and Wales Not Applicable
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
11 Market Square
Alton, Hampshire, England, United Kingdom GU34 1HD
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A (c)(1) please check the
following box. |_|
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A (c)(1) please check the following box. |X|
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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American Depositary Shares AMEX
evidencing ordinary shares,
1 pence nominal value
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
Page 1 of 4
Exhibit Index on Page 4
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Item 1. Description of Registrant's Securities to be Registered.
The information required by this Item is included under the captions
"Description of Share Capital" (pages 59-63), "Description of American
Depositary Receipts" (pages 64-70), of the Registrant's Registration Statement
on Form F-1, Registration No. 333-72075 ("Form F-1"), filed by the Registrant
with the Securities and Exchange Commission on February 10, 1999 as amended on
March 18, 1999, March 26, 1999 and April 7, 1999 and incorporated herein by this
reference.
Item 2. Exhibits
I. The following documents are included as exhibits to Form F-1, as
indicated, and are incorporated herein by this reference:
1* Articles of Association of TownPagesNet.com plc (Exhibit 3.1
to form F-1)
2* Form of Specimen American Depositary Share (Exhibit 4.1 to
Form F-1)
3* Memorandum of Association of Registrant (Exhibit 3.2 to Form
F-1)
4* Form of Representative's Warrant Agreement between us and the
representative, including the form of Representative's
Warrant (Exhibit 4.3 to Form F-1)
II. Not applicable.
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* Incorporated by reference to Registrant's Registration Statement on Form
F-1 (333-72075) as filed with the Securities and Exchange Commission on
February 10, 1999, as amended
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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.
Dated: April 19, 1999
TOWNPAGESNET.COM PLC
By: /s/ Andrew Neville Lyndon-Skeggs
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Andrew Neville Lyndon-Skeggs
President, Managing Director and
Chief Executive Officer
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EXHIBIT INDEX
I. The following documents are included as exhibits to the Registrant's
Registration Statement on Form F-1, as amended, Registration No. 333-72075
("Form F-1), as indicated, and are incorporated herein by this reference:
1. Articles of Association of TownPagesNet.com plc (Exhibit 3.1
to Form F-1)
2. Form of specimen American Depositary Share (Exhibit 4.1 to
Form F-1)
3. Memorandum of Association of Registrant (Exhibit 3.2 to Form
F-1)
4. Form of Representative's Warrant between us and the
Representative, including the form of Representative's Warrant
(Exhibit 4.3 to Form F-1)
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