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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
TERRA NETWORKS, S.A.
(Exact Name of Registrant as Specified in Its Charter)
MADRID, SPAIN NONE
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
Via de las Dos Castillas
33 Complejo Atica
Edificio 1 Pozuelo de Alacron
28223 Madrid, Spain
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. [ ] check the following box. [x]
Securities Act registration statement file number to which this form
relates: 333-89997
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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
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Securities to be registered pursuant to Section 12(g) of the Act:
(Title of Class)
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American Depositary Shares
Ordinary Shares, nominal value euro 2 each
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Item 1: Description of Registrant's Securities to be Registered
The description under the headings "Description of Ordinary Shares" and
"Description of American Depositary Receipts" relating to the Registrant's
Capital Stock, euro 2 per share par value per ordinary share (the "Capital
Stock") and American Depositary Shares representing one ordinary share (the
"ADSs"), in the Prospectus included in the Registrant's Registration Statement
on Form F-1 (Registration No. 333-89997) (the "Registration Statement on Form
F-1") filed with the Securities and Exchange Commission on October 29, 1999, as
amended, and the description under the heading "Description of Ordinary Shares"
and "Description of American Depositary Receipts" relating to the Capital Stock
and the ADSs in the Registrant's final Prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as
amended, and the form of American Depositary Receipt evidencing American
Depositary Shares filed as an exhibit to the Registration Statement on Form F-6
(Registration No. 333-11078) filed under the Securities Act of 1933, as amended
with the Securities and Exchange Commission, are incorporated herein by
reference.
Item 2: Exhibits
The following exhibits have been filed with the Securities and
Exchange Commission:.
1. Deposit Agreement, incorporated by reference to Exhibit 4.1 of the
Registration Statement on Form F-1.
2. Certificate of Incorporation and bylaws of the Registrant,
incorporated by reference to Exhibit 3.1 of the Registration
Statement on Form F-1.
3. Amended and restated bylaws of the Registrant, incorporated by
reference to Exhibit 3.2 of the Registration Statement on Form
F-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.
Terra Networks, S.A.
By: /s/ Jose Maria Mas Millet
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Name: Jose Maria Mas Millet
Title: Secretary and Director
Date: November 9, 1999
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