<PAGE> 1
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NET2000 COMMUNICATIONS, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 51-0384995
- -------------------------------------------------------------------------------
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
2180 Fox Mill Road, Herndon, Virginia 20171
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
<TABLE>
<S> <C>
If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section 12(b) of class of securities pursuant to Section 12(g) of
the Exchange Act and is effective pursuant to the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following General Instruction A.(d), check the following
box. [ ] box. [X]
</TABLE>
Securities Act registration statement file number to which
this form relates: 333-91987
-----------
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 None
-------------------- ---------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 Par Value
--------------------------------------------------
(Title of class)
<PAGE> 2
ITEM 1: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the Common Stock of the Registrant, par value $.01
per share, registered hereby is incorporated by reference to the description of
the Registrant's Capital Stock set forth under the heading "Description of Our
Capital Stock" in the Registrant's Amendment No. 1 to the Company's
Registration Statement on Form S-1 (SEC File No. 333-91987) ("Amendment No. 1"),
as filed with the Securities and Exchange Commission on January 13, 2000, any
amendments to such Amendment No. 1 filed subsequently thereto and any form of
prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as
amended.
ITEM 2: EXHIBITS
The following exhibits are filed as part of this Registration Statement:
EXHIBIT NO. DESCRIPTION
- ----------- ------------
3.1* Restated Certificate of Incorporation dated of Net2000
dated November 4, 1998
3.1.1* Certificate of Amendment to Restated Certificate of
Incorporation of Net2000 dated December 2, 1999
3.1.2* Form of Amended and Restated Certificate of
Incorporation of Net2000 (to be effectively immediately
after the closing of this offering)
3.1.3* Bylaws of Net2000
3.1.4* Form of Amended and Restated Bylaws of Net2000 (to be
effective immediately after the closing of this offering)
4.1* Specimen stock certificate for shares of common stock of Net2000
10.1* Second Amended and Restated Investor Rights Agreement dated
November 4, 1998, by and among Net2000 and certain
stockholders named therein
- ----------
* Incorporated by reference to Registrant's Registration Statement on
Form S-1 (SEC File No. 333-91987).
<PAGE> 3
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.
NET2000 COMMUNICATIONS, INC.
Date: February 15, 2000 By: /s/ Clayton A. Thomas, Jr.
--------------------------
Clayton A. Thomas, Jr.
Chairman and Chief Executive Officer
<PAGE> 4
EXHIBIT INDEX
Exhibit No. Description
EXHIBIT NO. DESCRIPTION
---------- -----------
3.1* Restated Certificate of Incorporation dated of Net2000
dated November 4, 1998
3.1.1* Certificate of Amendment to Restated Certificate of
Incorporation of Net2000 dated December 2, 1999
3.1.2* Form of Amended and Restated Certificate of
Incorporation of Net2000 (to be effectively
immediately after the closing of this offering)
3.1.3* Bylaws of Net2000
3.1.4* Form of Amended and Restated Bylaws of Net2000 (to be
effective immediately after the closing of this offering)
4.1* Specimen stock certificate for shares of common stock of
Net2000
10.1* Second Amended and Restated Investor Rights Agreement
dated November 4, 1998, by and among Net2000 and certain
stockholders named therein
- ----------
* Incorporated by reference to Registrant's Registration Statement on
Form S-1 (SEC File No. 333-91987).
