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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
Edison Schools Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3915075
(State of Incorporation (IRS Employer
or Organization) Identification no.)
521 Fifth Avenue, 15th Floor, New York, New York 10175
(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:
333-84177
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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:
Class A Common Stock, $.01 par value per share
(Title of Class)
Class B Common Stock, $.01 par value per share
(Title of Class)
Item 1: Description of Registrant's Securities to be Registered.
The description under the heading "Description of Capital Stock"
relating to the Registrant's Class A Common Stock, $.01 par value per share, and
Class B Common Stock, $.01 par value per share, in the Prospectus included in
the Registrant's Registration Statement on Form S-1 (File No. 333-84177) filed
with the Securities and Exchange Commission on August 2, 1999, as amended (the
"Registration Statement on Form S-1"), is incorporated herein by reference.
Item 2: Exhibits.
The following exhibits are filed herewith (or incorporated by reference
as indicated below):
3.1 Form of Sixth Amended and Restated Certificate of Incorporation of
the Registrant, incorporated herein by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1.
3.2 Form of Second Amended and Restated By-Laws of the Registrant,
incorporated herein by reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1.
10.5 Third Amended and Restated Shareholders' Agreement, dated as of
July 2, 1999, by and among the Registrant and certain stockholders, as amended,
incorporated herein by reference to Exhibit 10.5 to the Registrant's
Registration Statement on Form S-1.
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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.
EDISON SCHOOLS INC.
By: /s/ James L. Starr
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James L. Starr
Chief Financial Officer and
Executive Vice President
October 25, 1999
