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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 (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
NorthPoint Communications Group, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
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<S> <C>
Delaware 52-214-7716
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
222 Sutter Street
San Francisco, California 94108 94108
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section 12(b) class of securities pursuant to Section 12(g) of
of the Exchange Act and is effective pursuant the Exchange Act and is effective pursuant to
to General Instruction A. (c), please check the General Instruction A.(d), please check the
following box. [ ] following box. [ ]
Securities Act registration statement file number to which this form relates: 333-73065
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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:
Title of Each Class Name of Each Exchange on Which
to be Registered Each Class is to be Registered
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Common Stock, par value $.001 per share The Nasdaq National Market
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Item 1. Description of Registrant's Securities to be Registered.
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The description of the Common Stock of the Registrant set forth under
the caption "Description of Capital Stock" in the Registrant's Registration
Statement on Form S-1 (File No. 333-73065) filed on February 26, 1999, as
amended (the "Form S-1 Registration Statement") and in the Prospectus included
in the Form S-1 Registration Statement, or, if such description is subsequently
amended, the description as subsequently amended, is hereby incorporated by
reference in response to this item.
Item 2. Exhibits.
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The following exhibits are filed as part of this registration
statement:
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Exhibit
Number Exhibit Title or Description
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<S> <C>
3(a) Amended and Restated Certificate of Incorporation.*
3(b) Amended and Restated Bylaws.*
4(a) Form of Specimen Certificate for the Company's Common
Stock.*
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* Filed as an exhibit to the Form S-1 Registration Statement and
incorporated herein by reference.
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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, thereunto duly authorized.
Dated: April 23, 1999 NORTHPOINT COMMUNICATIONS
GROUP, INC.
/s/ Henry P. Huff
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By: Henry P. Huff
Chief Financial Officer and Vice
President, Finance
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NORTHPOINT COMMUNICATIONS GROUP, INC.
EXHIBIT INDEX
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<CAPTION>
Exhibit
Number Exhibit Title or Description
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<S> <C>
3(a) Amended and Restated Certificate of Incorporation.*
3(b) Amended and Restated Bylaws.*
4(a) Form of Specimen Certificate for the Company's Common Stock.*
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* Filed as an exhibit to the Form S-1 Registration Statement and
incorporated herein by reference.
