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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
KABUSHIKI KAISHA JYUPITATEREKOMU
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(Exact Name of Registrant as Specified in its Charter)
JUPITER TELECOMMUNICATIONS CO., LTD.
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(Translation of registrant's name into English)
Japan Not Applicable
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
Higashi-Ikebukuro Center Bldg. 8F
41-24, Higashi-Ikebukuro 4-chome
Toshimu-ku, Tokyo 170-0013, Japan
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(Address, including zip code, of Principal Executive Offices)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of
pursuant to Section 12(b) of the Exchange securities pursuant to Section
Act and is effective pursuant to General 12(g) of the Exchange Act and is
Instruction A.(c), please check the pursuant to General Instruction
following box. / / A.(d), please check the following
box. /X/
Securities Act registration statement file number to which this
form relates: 333-49502
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(if applicable)
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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Not Applicable Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Ordinary Shares, no par value*
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(Title of Class)
* American depositary shares, which will be listed for quotation on the Nasdaq
National Market, representing the Ordinary Shares to be registered hereunder
are being registered under the Securities Act of 1933, as amended, pursuant to
a registration statement on Form F-6 and, accordingly, are exempt from
registration pursuant to Rule 12g3-2(c) promulgated under Section 12(g) of the
Securities Exchange Act of 1934, as amended.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
This registration statement relates to the registration with the Securities
and Exchange Commission (the "Commission") of Ordinary Shares, without par value
(the "Ordinary Shares"), of Jupiter Telecommunications Co., Ltd., a corporation
organized under the laws of Japan (the "Registrant"), under the Securities
Exchange Act of 1934, as amended. Reference is made to the descriptions of the
Ordinary Shares, including Ordinary Shares represented by American depositary
shares, to be registered hereunder and rights and restrictions associated
therewith as set forth under the captions "Description of Capital Stock,"
"Description of American Depositary Receipts," "Japanese Foreign Exchange and
Other Regulations" and "Tax Considerations" of the Registrant's prospectus
included in its Registration Statement (the "Registration Statement") on Form
F-1 (No. 333-49502) as originally filed with the Commission on November 8, 2000
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and
all amendments to the Registration Statement subsequently filed with the
Commission including any prospectus relating thereto subsequently filed pursuant
to Rule 424 of the Securities Act. The Registration Statement and all amendments
thereto are incorporated by reference herein in accordance with the Instruction
to Item 1 of Form 8-A.
ITEM 2. EXHIBITS
The following exhibits are filed as part of this registration statement:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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<S> <C>
3.1* Articles of Incorporation.**
3.2* Share Handling Rules, as amended, of the Registrant.**
3.3* Rules of the Board of Directors of the Registrant.**
3.4* Rules of the Board of Corporate Auditors of the Registrant.**
4.1* Specimen certificate of the Registrant representing the ordinary
shares.**
4.2* Form of Deposit Agreement among the Registrant, The Bank of New
York, as depositary, and all owners and holders from time to
time of American Depositary Receipts, including the form of
American Depositary Receipt.
4.3* Form of Registration Rights Agreement.
4.4* Form of Shareholders Agreement among Sumitomo Corporation,
Liberty Media Corporation, Liberty Jupiter, Inc., Liberty Japan,
Inc., Microsoft Corporation and Microsoft Holdings V, Inc.
</TABLE>
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* Incorporated by reference to the Exhibits of the same number to the
Registrant's Registration Statement on Form F-1 (No. 333-49502), as amended,
as originally filed on November 8, 2000 pursuant to Rule 12b-32.
** Indicates an English translation of a Japanese language document.
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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.
Date: November 7, 2000 JUPITER TELECOMMUNICATIONS CO., LTD.
By: /s/ Tsunetoshi Ishibashi
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Tsunetoshi Ishibashi
Representative Director, Chairman
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
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<S> <C>
3.1* Articles of Incorporation.**
3.2* Share Handling Rules, as amended, of the Registrant.**
3.3* Rules of the Board of Directors of the Registrant.**
3.4* Rules of the Board of Corporate Auditors of the Registrant.**
4.1* Specimen certificate of the Registrant representing the Ordinary
Shares.**
4.2* Form of Deposit Agreement among the Registrant, The Bank of New
York, as depositary, and all owners and holders from time to time
of American Depositary Receipts, including the form of American
Depositary Receipt.
4.3* Form of Registration Rights Agreement.
4.4* Form of Shareholders Agreement among Sumitomo Corporation,
Liberty Media Corporation, Liberty Jupiter, Inc., Liberty Japan,
Inc., Microsoft Corporation and Microsoft Holdings V, Inc.
</TABLE>
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* Incorporated by reference to the Exhibits of the same number to the
Registrant's Registration Statement on Form F-1 (No. 333-49502), as amended,
as originally filed on November 8, 2000 pursuant to Rule 12b-32.
** Indicates an English translation of a Japanese language document.
