<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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INFOHIGHWAY COMMUNICATIONS CORPORATION
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 76-0530551
- ------------------------------------------ ---------------------------------
(State of incorporation (I. R. S. Employer
of organization) Identification No.)
1770 MOTOR PARKWAY, SUITE 300 11788
HAUPPAUGE, NEW YORK
- ------------------------------------------ ---------------------------------
(Address of principal executive offices) (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
- ------------------------------------------ ---------------------------------
COMMON STOCK, PAR VALUE $.0001 PER SHARE AMERICAN STOCK EXCHANGE
- ------------------------------------------ ---------------------------------
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:
333-82151
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
- -------------------------------------------------------------------------------
None
- -------------------------------------------------------------------------------
(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The descriptions of the common stock, par value $.0001 per share of
InfoHighway Communications Corporation (the "Company") to be registered
hereunder is set forth under the caption "Description of Capital Stock" in
the prospectus included within the registration statement of the Company on
Form S-1, as amended, filed with the Securities and Exchange Commission (File
No. 333-82151), which description is incorporated herein by reference.
ITEM 2. EXHIBITS.
The following exhibits are incorporated by reference herein to the
Company's registration statement on Form S-1:
<TABLE>
<S> <C>
3.1 Amended and Restated Certificate of Incorporation of the
Company, including the Designation, Preferences, Rights and
Limitations of the Series A 10% Convertible Preferred Stock,
filed as Exhibit 3.1 to the registration statement on Form S-1
(Registration No. 333-82151).
3.2 Form of Certificate Designation, Preferences, Rights and
Limitations of the Series B 8% Cumulative Convertible
Preferred Stock, filed as Exhibit 3.2 to the registration
statement on Form S-1 (Registration No. 333-82151).
3.3 Amended and Restated Bylaws of the Company filed as Exhibit
3.3 to the registration statement on Form S-1 (Registration
No. 333-82151).
3.4 Amendment to the Certificate of Incorporation of the Company
filed as Exhibit 3.4 to the registration statement on Form S-1
(Registration No. 333-82151).
4.1 Form of Certificate representing Common Stock filed as Exhibit
4.1 to the registration statement on Form S-1 (Registration No.
333-82151).
4.2 Form of Certificate representing Series A 10% Convertible Preferred
Stock filed as Exhibit 4.2 to the registration statement on Form S-1
(Registration No. 333-82151).
4.3 Form of Certificate representing Series B 8% Cumulative
Convertible Preferred Stock filed as Exhibit 4.3 to the
registration statement on Form S-1 (Registration No.
333-82151).
4.4 Form of Underwriter Warrant filed as Exhibit 4.4 to the registration
statement on Form S-1 (Registration No. 333-82151).
4.5 Warrant issued to John Vanderhider filed as Exhibit 4.5 to the
registration statement on Form S-1 (Registration No. 333-82151).
4.6 Form of 13% Promissory Note issued by InfoHighway during March
through June 1999 in connection with the Bridge Loans filed as
Exhibit 4.6 to the registration statement on Form S-1
(Registration No. 333-82151).
4.7 Form of Agreement of Purchase and Sale entered into during
March through June 1999 in connection with the Bridge Loans
filed as Exhibit 4.7 to the registration statement on Form S-1
(Registration No. 333-82151).
2
<PAGE>
4.8 Form of Warrants to Purchase Common Stock of InfoHighway
entered into during March through June 1999 in connection with
the Bridge Loans filed as Exhibit 4.8 to the registration
statement on Form S-1 (Registration No. 333-82151).
4.9 Form of Registration Rights Agreement entered into during
March through June 1999 in connection with the Bridge Loans
filed as Exhibit 4.9 to the registration statement on Form S-1
(Registration No. 333-82151).
4.10 Form of Registration Rights Agreement entered into between
InfoHighway and each of the shareholders of AXCES, ARC, and
InfoHighway International in connection with the acquisitions
filed as Exhibit 4.10 to the registration statement on Form
S-1 (Registration No. 333-82151).
4.11 Agreement by and among Trans Global Services, Inc., ARC
Networks, Inc., Consolidated Technology Group Ltd., Technology
Acquisitions Ltd. and InfoHighway dated March 23, 1999 filed
as Exhibit 4.11 to the registration statement on Form S-1
(Registration No. 333-82151).
4.12 Registration Rights Agreement between InfoHighway and
Consolidated Technology Group Ltd. dated May 19, 1999
filed as Exhibit 4.12 to the registration statement on Form
S-1 (Registration No. 333-82151).
4.13 Form of Certificate of Contingent Interest in Common Stock
filed as Exhibit 4.13 to the registration statement on Form
S-1 (Registration No. 333-82151).
4.14 Secured Promissory Note issued by ARC Networks, Inc. and A.R.C.
Networks, Inc. to Consolidated Technology Group Ltd. dated May
19, 1999 filed as Exhibit 4.14 to the registration statement on
Form S-1 (Registration No. 333-82151).
4.15 Warrant to Purchase Common Stock of InfoHighway issued to
Consolidated Technology Group Ltd. dated May 19, 1999 filed as
Exhibit 4.15 to the registration statement on Form S-1
(Registration No. 333-82151).
4.16 Form of Series C Common Stock Purchase Warrants of ARC
Networks, Inc. issued in February 1997 filed as Exhibit 4.16
to the registration statement on Form S-1 (Registration No.
333-82151).
</TABLE>
3
<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.
Date: October 4, 1999 INFOHIGHWAY COMMUNICATIONS CORPORATION
By: /s/ Joseph A. Gregori
------------------------------------
Joseph A. Gregori,
CHIEF EXECUTIVE OFFICER AND DIRECTOR
4
