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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 (THE "EXCHANGE ACT")
FLAG TELECOM HOLDINGS LIMITED
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(Exact Name of Registrant as Specified in Its Charter)
BERMUDA NOT APPLICABLE
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
EMPORIUM BUILDING, 69 FRONT STREET
HAMILTON HM12, BERMUDA NOT APPLICABLE
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(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
Instructions 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-
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Exchange 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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NOT APPLICABLE NOT APPLICABLE
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Securities to be registered pursuant to Section 12(g) of the Exchange 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 SHARES, PAR VALUE $.0006 PER NASDAQ NATIONAL MARKET; LONDON
SHARE STOCK EXCHANGE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the securities to be registered hereby as
set forth under the caption "Description of Capital Stock" in (i) the prospectus
(subject to completion) dated January 18, 2000 and included in Part I of the
Registration Statement (Registration No. 333-_____) on Form F-1 (as amended, the
"Registration Statement") of the registrant originally filed with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Act of
1933, as amended (the "Securities Act"), on January 18, 2000 and (ii) the
related final form of the prospectus to be filed with the Commission pursuant to
Rule 424(b) of the Securities Act, is incorporated herein by reference.
The securities to be registered hereby have been approved for
quotation on the Nasdaq National Market under the symbol "FTHL".
ITEM 2. EXHIBITS
The following exhibits are filed as part of this registration
statement:
Exhibit No. Exhibit Description
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3.1* Memorandum of Association of the Company
3.2* By-Laws of the Company
4.1* Form of Common Share certificate of the Company
*Previously filed with the Commission as exhibits to the Registration Statement
and incorporated herein by reference pursuant to Rule 12b-32(a) of the Exchange
Act and Rule 102 of Regulation S-T.
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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.
FLAG TELECOM HOLDINGS LIMITED
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(Registrant)
Date: January 27, 2000 By: /s/ Stuart Rubin
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Name: Stuart Rubin
Title: General Counsel and
Assistant Secretary
