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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
CARRIER 1 INTERNATIONAL S.A.
(Exact name of registrant as specified in its charter)
Luxembourg 98-0199626
(State of incorporation or organization) (I.R.S. Employer Identification No.)
Route d'Arlon 3
L-8009 Strassen, Luxembourg
(Address of principal executive offices including Zip Code)
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
Shares of NASDAQ National Market
capital stock, par
value $2.00 per share
American Depository Shares, NASDAQ National Market
representing shares of
capital stock
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. [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), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-94541
Securities to be registered pursuant to Section 12(g) of the Act: None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Registrant is applying for registration of: (a) shares of its
capital stock, par value $2.00 per share ("Shares") and (b) American Depositary
Shares ("ADSs") representing the Shares, each Share being represented by five
(5) ADSs. Information relating to the Shares is set forth under the heading
"Description of Share Capital" on pages 87 through 92 of the preliminary
prospectus included in Amendment No. 2 to the Registrant's Registration
Statement on Form S-1 (Registration No. 333-94541) filed on February 15, 2000,
as amended, under the Securities Act of 1933, as amended (the "Registration
Statement"), which information is incorporated herein by reference.
Information relating to the ADSs is set forth under the heading
"Description of American Depositary Receipts" on pages 93 through 99 of the
Registration Statement, which information is incorporated herein by reference.
Information relating to the tax consequences of owning and disposing of
the Shares and the ADSs is set forth under the heading "Taxation" in the
Registration Statement, which information is incorporated herein by reference.
Definitive copies of the prospectus describing the terms of the Shares
and the ADSs will be filed pursuant to Rule 424(b) under the Securities Exchange
Act of 1934, as amended, and shall be deemed to be incorporated herein by
reference.
ITEM 2. EXHIBITS.
1.1 Amendment No. 2 to the Registration Statement on Form S-1 of the
Registrant (Registration No. 333-94541), filed with the Securities and
Exchange Commission on February 15, 2000, as amended (the "Registration
Statement") is incorporated herein by reference.
4.1 Articles of Incorporation of the Registrant (incorporated by reference
to Exhibit 3.1 of the Registration Statement).
4.2 Form of Deposit Agreement among the Registrant, Bankers Trust Company
as depositary and the holders from time to time of American Depositary
Receipts ("ADRs") issued thereunder (including the form of ADR)
representing ADSs (incorporated by reference to the registration
statement of the Registrant on Form F-6 (Registration No. 333-11440),
filed with the Securities and Exchange Commission on February 9, 2000).
4.3 Securities Purchase Agreement, dated as of March 1, 1999, among the
Registrant,
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Carrier One, LLC and the employee investors named therein (incorporated
by reference to Exhibit 10.12 of the Registration Statement).
4.4 Registration Rights Agreement, dated as of March 1, 1999, among the
Registrant, Carrier One, LLC, Stig Johansson, Joachim Bauer, Gene
Rizzo, Kees van Ophem, Terje Nordahl and the other parties named
therein (incorporated by reference to Exhibit 10.13 of the Registration
Statement).
4.5 Securityholders' Agreement, dated as of March 1, 1999, among the
Registrant and the employee investors named therein (incorporated by
reference to Exhibit 10.14 of the Registration Statement).
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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.
Carrier 1 International S.A.
By: *
Name: Stig Johansson
Title: Chief Executive Officer and President
*By: /s/ Kees van Ophem February 15, 2000
by Power of Attorney
