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As filed with the Securities and Exchange Commission on December 10, 1999
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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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Z-Tel Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 59-3501119
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
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601 South Harbour Island Boulevard, Suite 220
Tampa, Florida 33602
(Address, including Zip Code, of Registrant's
Principal Executive Offices)
Copies to:
Randall C. Bassett, Esq. Mark C. Smith
Michelle D. Bergman, Esq. Skadden, Arps, Slate, Meagher & Flom LLP
Latham & Watkins 919 Third Avenue
885 Third Avenue New York, New York 10022
New York, New York 10022 (212) 735-3000
(212) 906-1200
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]
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Securities Act registration statement file number to which this form relates:
333-89063
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock, $0.01 par value Nasdaq National Market
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Item 1. Description Of Registrant's Securities To Be Registered.
On December 10, 1999, the registrant filed with the Securities and Exchange
Commission (the "Commission") Amendment No. 2 to its Registration Statement on
Form S-1, File No. 333-89063, with respect to its Common Stock, par value $0.01
per share (the "Common Stock"). The securities to be registered pursuant to this
Registration Statement on Form 8-A were described in the registration statement
referred to above under the caption "Description of Capital Stock," and such
description is incorporated by reference herein in response to the information
required by this Item. Such description incorporated by reference herein shall
be filed with copies of the application filed with The Nasdaq Stock Market, Inc.
(the "Nasdaq National Market").
Item 2. Exhibits.
The following exhibits shall be filed with each copy of this Registration
Statement filed with the Nasdaq National Market, and are incorporated by
reference herein to the exhibits in the Registration Statement on Form S-1
previously filed with the Commission:
* 3.1 Amended and Restated Certificate of Incorporation of the Registrant
* 3.2 Amended and Restated Bylaws of the Registrant
* 4.1 Form of Common Stock certificate
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* Incorporated by reference to the exhibits in the Registration Statement on
Form S-1 previously filed by the registrant (Registration no. 333-89063).
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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.
Z-Tel Technologies, Inc.
Date: December 10, 1999 By: /s/ John M. Hutchens
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John M. Hutchens
Chief Financial Officer
