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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
ORION POWER HOLDINGS, INC.
(Exact name of the Registrant as specified in its charter)
Delaware 52-2087649
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
7 East Redwood Street, 10th Floor, Baltimore, Maryland 21202
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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
Instruction A(c), please check the following box. [ X ]
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. [ ]
Securities Act registration statement file number to which this form relates,
if applicable: 333-44118.
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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Common Stock, par value $.01 per share New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Registrant incorporates by reference herein the description of the
Registrant's common stock, par value $.01 per share, and the related rights to
purchase preferred stock, par value $.01 per share, appearing under the caption
"Description of Capital Stock" in the Registrant's Registration Statement on
Form S-1 (File No. 333-44118) (the "Registration Statement"), as filed with the
Securities and Exchange Commission on August 18, 2000, as amended from time to
time. The Registration Statement will be declared effective prior to or
concurrently with this Form 8-A.
ITEM 2. EXHIBITS.
The following exhibits are filed herewith:
3.1 Certificate of Incorporation of the Registrant (filed as Exhibit 3.1
to the Registration Statement and incorporated herein by reference).
3.2 Bylaws of the Registrant (filed as Exhibit 3.2 to the Registration
Statement and incorporated herein by reference).
4.1 Form of Rights Agreement between the Registrant and the rights agent
named therein (filed as Exhibit 4.3 to the Registration Statement and
incorporated herein by reference).
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.
ORION POWER HOLDINGS, INC.
(Registrant)
By: Scott B. Helm
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Name: Scott B. Helm
Title: Executive Vice President
and Chief Financial officer
Date: August 18, 2000
