<PAGE>
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
DSL.net, Inc.
-------------
(Exact name of registrant as specified in its charter)
Delaware 06-1510312
- ---------------------------------------------- ---------------------
(State of incorporation or organization) (IRS Employer
Identification No.)
545 Long Wharf Drive, New Haven, Connecticut 06511
- ---------------------------------------------- ---------------------
(Address of principal executive offices) (Zip Code)
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: [_]
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: [X]
Securities Act registration statement file number to which this form relates:
333- 80141
----------
(If applicable)
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
------------------- ------------------------------
- ---------------------------- ------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.0005 par value per share
- --------------------------------------------------------------------------------
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
-------------------------------------------------------
Information concerning the Registrant's Common Stock, $.0005 par value per
share, is contained in the Registrant's Registration Statement on Form S-1 (File
No. 333-80141) filed with the Securities and Exchange Commission on June 7,
1999, as amended, pursuant to the Securities Act of 1933, as amended (the "S-1
Registration Statement"), and such information is incorporated herein by
reference.
Item 2. Exhibits
--------
Exhibit No. Exhibit
- ----------- -------
1 Specimen certificate representing the Common Stock (incorporated
by reference to Exhibit 4.01 to the S-1 Registration Statement).
2 Amended and Restated Certificate of Incorporation of Registrant
(incorporated herein by reference to Exhibit 3.01 to the S-1
Registration Statement).
3 Form of Second Amended and Restated Certificate of Incorporation
of the Registrant to become effective immediately after the
closing of the offerings under the S-1 Registration Statement
(incorporated herein by reference to Exhibit 3.02 to the S-1
Registration Statement).
4 Amended and Restated By-Laws of Registrant (incorporated herein
by reference to Exhibit 3.03 to the S-1 Registration Statement).
<PAGE>
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.
DSL.net, Inc.
By: /s/ Stephen Zamansky
----------------------------------
Stephen Zamansky
Vice President and General Counsel
Date: October 1, 1999
