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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
NEXT LEVEL COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C>
Delaware 94-3342408
(State of (I.R.S. Employer
Incorporation or Organization) Identification Number)
6085 State Farm Drive
Rohnert Park, California 94928
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act and is Section 12(b) of the Exchange Act and is
effective pursuant to General Instruction effective pursuant to General Instruction
A.(c), please check the following box. [ ] A.(d), please check the following box. [X]
SECURITIES ACT REGISTRATION STATEMENT
FILE NUMBER TO WHICH THIS FORM RELATES: 333-85999
(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
Not Applicable Not Applicable
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $ 0.01 PAR VALUE
(TITLE OF CLASS)
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ITEM 1. Description of Registrant's Securities to be Registered.
Incorporated herein by reference to the Description of Capital Stock
section of the Registrant's Registration Statement on Form S-1 (File
No. 333-85999).
ITEM 2. Exhibits.
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EXHIBIT
NUMBER DESCRIPTION
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1.1 Specimen Certificate of the Registrant's common stock -
incorporated herein by reference to Exhibit 4.3 to the
Registrant's Registration Statement (File No. 333-85999).
2.1 Form of Restated Certificate of Incorporation of the Registrant
to be filed after the closing of the offering made pursuant to
the Registration Statement - incorporated herein by reference to
Exhibit 3.1 to the Registrant's Registration Statement (File No.
333-85999).
2.2 Form of Amended and Restated Bylaws of the Registrant to be
effective upon the closing of the offering made pursuant to the
Registration Statement - incorporated herein by reference to
Exhibit 3.2 to the Registrant's Registration Statement (File No.
333-85999).
2.3 Form of Registration Rights Agreement - incorporated herein by
reference to Exhibit 4.2 to the Registrant's Registration
Statement (File No. 333-85999).
2.4 Form of Voting Trust Agreement - incorporated herein by reference
to Exhibit 9.1 to the Registrant's Registration Statement (File
No. 333-85999).
2.5 Form of Corporate and Intercompany Agreement - incorporated
herein by reference to Exhibit 10.2 to the Registrant's
Registration Statement (File No. 333-85999).
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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.
NEXT LEVEL COMMUNICATIONS, INC.
Date: October 29, 1999 By: /s/ James T. Wandrey
----------------------------
James T. Wandrey
Senior Vice President
and Chief Financial Officer
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EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
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1.1 Specimen Certificate of the Registrant's common stock - incorporated
herein by reference to Exhibit 4.3 to the Registrant's Registration
Statement (File No. 333-85999).
2.1 Form of Restated Certificate of Incorporation of the Registrant to be
filed after the closing of the offering made pursuant to the
Registration Statement - incorporated herein by reference to Exhibit
3.1 to the Registrant's Registration Statement (File No. 333-85999).
2.2 Form of Amended and Restated Bylaws of the Registrant to be effective
upon the closing of the offering made pursuant to the Registration
Statement - incorporated herein by reference to Exhibit 3.2 to the
Registrant's Registration Statement (File No. 333-85999).
2.3 Form of Registration Rights Agreement - incorporated herein by
reference to Exhibit 4.2 to the Registrant's Registration Statement
(File No. 333-85999).
2.4 Form of Voting Trust Agreement - incorporated herein by reference to
Exhibit 9.1 to the Registrant's Registration Statement (File No.
333-85999).
2.5 Form of Corporate and Intercompany Agreement - incorporated herein by
reference to Exhibit 10.2 to the Registrant's Registration Statement
(File No. 333-85999).
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