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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
BROADBANDNOW, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2851160
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1440 CORPORATE DRIVE
IRVING, TEXAS 75038
(Address of principal executive offices) (Zip Code)
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]
Securities Act registration statement file number to which this Form relates:
333-96223
Securities to be registered pursuant to Section 12(b) of the Act:
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<CAPTION>
Title of each class Name of each exchange on
to be so registered which each class is to be registered
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<S> <C>
None
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
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(Title of class)
Junior Participating Preferred Stock Purchase Rights
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(Title of class)
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BROADBANDNOW, INC.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the common stock, par value $0.001 per share, and
the right to purchase one one-hundredth of a preferred share of BroadbandNOW,
Inc., a Delaware corporation (the "Registrant"), to be registered herein is set
forth under the caption "Description of Capital Stock" in the Registrant's
prospectus that forms a part of the Registrant's registration statement on Form
S-1 (the "Registration Statement") that was filed with the Securities and
Exchange Commission on February 4, 2000 (File No. 333-96223). Such description
is hereby incorporated by reference herein pursuant to Rule 12b-23 under the
Securities Exchange Act of 1934, as amended.
ITEM 2. EXHIBITS.
1. Amended and Restated Certificate of Incorporation of the Registrant (to be
filed as exhibit 3.1 to the Registration Statement and incorporated herein
by reference).
2. Bylaws of the Registrant (filed as exhibit 3.2 to the Registration
Statement and incorporated herein by reference).
3. Specimen of common stock certificate (to be filed as exhibit 4.18 to the
Registration Statement and incorporated herein by reference).
4. Rights Agreement, which includes as Exhibit A the form of Certificate of
Designation, Preferences and Rights of Series A Junior Participating
Preferred Stock, as Exhibit B the form of Rights Certificate and as Exhibit
C the Summary of Rights to Purchase Series A Preferred Stock (to be filed
as exhibit 4.19 to the Registration Statement and incorporated herein by
reference).
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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.
BroadbandNOW, Inc.
By: /s/ MATTHEW HUTCHINS, SR.
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Name: Matthew Hutchins, Sr.
Title: President and Chief Executive
Officer
Date: February 29, 2000
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit Number Description of Exhibits
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<S> <C>
1. Amended and Restated Certificate of Incorporation of the
Registrant (to be filed as exhibit 3.1 to the Registration
Statement and incorporated herein by reference).
2. Bylaws of the Registrant (filed as exhibit 3.2 to the
Registration Statement and incorporated herein by reference).
3. Specimen of common stock certificate (to be filed as exhibit
4.18 to the Registration Statement and incorporated herein by
reference).
4. Rights Agreement, which includes as Exhibit A the form of
Certificate Of Designation, Preferences and Rights of Series
A Junior Participating Preferred Stock, as Exhibit B the form
of Rights Certificate and as Exhibit C the Summary of Rights
to Purchase Series A Preferred Stock (to be filed as exhibit
4.19 to the Registration Statement and incorporated herein by
reference).
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