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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
INTERPACKET NETWORKS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4542908
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1901 MAIN STREET, 2ND FLOOR, SANTA MONICA, CALIFORNIA 90405
(Address of principal executive offices) (Zip Code)
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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 N/A
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), 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), check the following box.
/X/
Securities Act registration statement file number to which this form
relates: 333-30762 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE
$.001 PER SHARE
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The information required by Item 202 of Regulation S-K is provided under
the heading "DESCRIPTION OF CAPITAL STOCK" in Registrant's Registration
Statement on Form S-1, No. 333-30762, as initially filed with the Securities and
Exchange Commission on February 18, 2000, as amended on February 22, 2000 and as
the same may be subsequently amended (the "Registration Statement on Form S-1")
is hereby incorporated by reference and made a part hereof.
ITEM 2. EXHIBITS.
The following Exhibits are filed as part of this registration statement:
1. Certificate of Incorporation of Registrant, as currently in effect,
incorporated by reference to Exhibit 3.1 of the Registration Statement on Form
S-1.
2. Bylaws of Registrant, as currently in effect, incorporated by
reference to Exhibit 3.2 of the Registration Statement on Form S-1.
3. Specimen stock certificate for the common stock of Registrant.
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.
INTERPACKET NETWORKS, INC.
Dated: April 10, 2000 By: /s/ JONATHAN GANS
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Jonathan Gans
Chief Executive Officer and President
2.
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NUMBER CS-"CERTIFICATENUMBER" *"NUMBEROFSHARES"*SHARES
INTERPACKET NETWORKS, INC.
A DELAWARE CORPORATION
THIS CERTIFIES THAT "StockholderName" is the record holder of
"SharesWrittenOut" ("NumberOfShares") shares of Common Stock of InterPacket
Networks, Inc., a Delaware corporation, transferable only on the share register
of said corporation by the holder, in person or by duly authorized attorney,
upon surrender of this certificate properly endorsed or assigned.
This certificate and the shares represented hereby are issued and shall be
held subject to all the provisions of the Certificate of Incorporation and the
Bylaws of said corporation and any amendments thereto, to all of which the
holder of this certificate, by acceptance hereof, assents.
A statement of all of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights may be obtained by any stockholder upon request and without
charge, at the principal office of the corporation, and the corporation will
furnish any stockholder, upon request and without charge, a copy of such
statement.
WITNESS the Seal of the corporation and the signatures of its duly
authorized officers this "Day" day of "Month", "Year".
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, Secretary , President
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FOR VALUE RECEIVED _____________________________________ HEREBY SELL, ASSIGN AND
TRANSFER
UNTO__________________________________________________________________________
SHARES REPRESENTED BY THE WITHIN CERTIFICATE AND DO HEREBY IRREVOCABLY
CONSTITUTE AND APPOINT ____________________________________ ATTORNEY TO TRANSFER
THE SAID SHARES ON THE SHARE REGISTER OF THE WITHIN NAMED CORPORATION WITH FULL
POWER OF SUBSTITUTION IN THE PREMISES.
DATED ____________, ______
IN PRESENCE OF _______________________________________________________________
NOTICE: THE SIGNATURE ON THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THIS CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.
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(Stockholder)
