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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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NASSAU BROADCASTING CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 22-3737119
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
619 Alexander Road, Princeton, New Jersey 08540
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration If this form relates to the
of a class of securities pursuant to registration of a class of
Section 12(b) of the Exchange Act securities pursuant to Section
and is effective upon filing pursuant 12(g) of the Exchange Act and is
to General Instruction A.(c), please effective upon filing pursuant to
check the following box. [x] General Instruction A.(d), please
please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-36634
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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
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Class A Common Stock, Nasdaq National Market
par value $0.01
Securities to be registered pursuant to Section 12(g) of the Act:
Not applicable
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
For a description of the securities to be registered hereunder,
reference is made to the information set forth under the heading "Description of
Capital Stock" in the Registrant's Prospectus, which constitutes a part of the
Registrant's Registration Statement on Form S-1, as amended (File No. 333-36634)
(the "Registration Statement"), filed under the Securities Act of 1933, as
amended, which information is hereby incorporated herein by reference.
Item 2. Exhibits
The following exhibits to this Registration Statement have been filed
as exhibits to the Registration Statement and are hereby incorporated herein by
reference.
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Exhibit
Number Description of Exhibit
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1. Amended and Restated Certificate of Incorporation of the Registrant, to
be filed prior to the completion of this offering (incorporated by
reference to Exhibit 3.1 to the Registration Statement)
2. By-laws of the Registrant, to be filed prior to the completion of this
offering (incorporated by reference to Exhibit 3.2 to the Registration
Statement)
3. Specimen Certificate for the Registrant's Class A common stock, to be
filed prior to the completion of this offering (incorporated by
reference to Exhibit 4.1 to the Registration Statement)
4. Specimen Certificate for the Registrant's Class B common stock, to be
filed prior to the completion of this offering (incorporated by
reference to Exhibit 4.2 to the Registration Statement)
5. Specimen Certificate for the Registrant's Class C common stock, to be
filed prior to the completion of this offering (incorporated by
reference to Exhibit 4.3 to the Registration Statement)
6. Registration Rights Agreement dated May 4, 2000 among Nassau Broad
casting Partners, L.P., Spectrum Equity Investors, L.P., Spectrum
Equity Investors II, L.P., Grotech Partners IV, L.P., Toronto
Dominion (U.S.A.), Inc., Nassau Holdings, Inc., Noel P. Rahn and
Nassau Broadcasting Company, to be filed prior to the completion of
this offering (incorporated by reference to Exhibit 10.14 to the
Registration Statement)
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Exhibit
Number Description of Exhibit
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7. Common Stock Registration Rights dated May 4, 2000 among Nassau
Broadcasting Partners, L.P., Merrill Lynch Capital Corporation, Bank of
Montreal, The Bank of Nova Scotia, OZ Master Fund, Ltd. and Caisse de
Depot et Placement du Quebec (incorporated by reference to
Exhibit 10.15 to the Registration Statement)
8. Form of Registration Rights Agreement to be entered into among the
Registrant and some of the selling stockholders in Aurora
Communications, LLC (incorporated by reference to Exhibit 10.16 to the
Registration Statement)
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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 or
amendment thereto to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: July 28, 2000
Nassau Broadcasting Corporation
By: /s/ Michael S. Libretti
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Name: Michael S. Libretti
Title: Executive Vice President,
Operations and Finance, Chief
Financial Officer & Director
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