ALLIED RISER COMMUNICATIONS CORP
8-A12G/A, 1999-10-27
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              ---------------------

                                   FORM 8-A/A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    ALLIED RISER COMMUNICATIONS CORPORATION
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


                 Delaware                                    75-2789492
   ----------------------------------------              -------------------
   (State of Incorporation or Organization)               (I.R.S. Employer
                                                         Identification no.)


    1700 Pacific Avenue, Dallas, Texas                         75201
 ----------------------------------------                    ----------
 (Address of Principal Executive Offices)                    (Zip Code)

If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective upon filing 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(b) of the Exchange Act and is effective upon filing pursuant to
General Instruction A.(d), please check the following box. [x]

Securities Act registration statement file number to which this form relates:
333-85597

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
         -------------------                 ------------------------------
                None

Securities to be registered pursuant to Section 12(g) of the Act:

                    Common Stock, par value $0.0001 per share
                    -----------------------------------------
                                (Title of Class)





<PAGE>   2



         This Registration Statement on Form 8-A/A amends and restates the
Registration Statement on Form 8-A, dated October 25, 1999, filed by Allied
Riser Communications Corporation.

ITEM 1.           DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

                  For a description of the securities to be registered
hereunder, reference is made to the information set forth under the heading
"Description of Capital Stock" in the Registrant's Prospectus, which constitutes
a part of the Registrant's Registration Statement on Form S-1, as amended (File
No. 333-85597) (the "Registration Statement"), filed under the Securities Act of
1933, as amended, which information is hereby incorporated herein by reference.

ITEM 2.           EXHIBITS

                  The following exhibits to this Registration Statement have
been filed as exhibits to the Registration Statement and are hereby incorporated
herein by reference.



Exhibit
Number                      Description of Exhibit
- -------                     ----------------------
   1.     Amended and Restated Certificate of Incorporation of the
          Registrant (incorporated by reference to Exhibit 3.1 to the
          Registration Statement)

   2.     Amended and Restated By-laws of the Registrant (incorporated by
          reference to Exhibit 3.2 to the Registration Statement)

   3.     Registration Rights Agreement, dated as of November 23, 1998,
          among the Registrant and the stockholders named therein
          (incorporated by reference to Exhibit 4.3 to the Registration
          Statement)

   4.     First Amendment to Registration Rights Agreement, dated as of
          December 30, 1998 (incorporated by reference to Exhibit 4.3.1 to
          the Registration Statement)

   5.     Second Amendment to Registration Rights Agreement, dated as of
          August 18, 1999 (incorporated by reference to Exhibit 4.3.2 to the
          Registration Statement)

   6.     Third Amendment to Registration Rights Agreement, dated as of
          August 18, 1999 (incorporated by reference to Exhibit 4.3.3 to the
          Registration Statement)




<PAGE>   3


   7.     Specimen Certificate for the Registrant's common stock
              (incorporated by reference to Exhibit 4.1 to the Registration
              Statement)




<PAGE>   4


                                    SIGNATURE

                  Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
or amendment thereto to be signed on its behalf by the undersigned, thereunto
duly authorized.


Dated:    October 27, 1999


                                    Allied Riser Communications Corporation


                                    By: /s/ Michael R. Carper
                                       -------------------------------------
                                       Name:  Michael R. Carper
                                       Title: Senior Vice President and
                                              General Counsel





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