SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
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
-------------
Optical Equipment NETS(SM) Trust
(Exact name of registrant
as specified in its charter)
New York Not Applicable
-------- --------------
(State or other jurisdiction (I.R.S. employer identification number)
of incorporation or organization)
c/o Investors Bank & Trust Company
Hancock Tower
200 Clarendon Street 02116
-------------------------------
Boston, Massachusetts (zip code)
---------------------
(Address of principal executive offices)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to Section
Section 12(b) of the Exchange 12(g) of the Exchange Act and
Act and is effective pursuant is effective pursuant to General
to General Instruction A.(c), Instruction A.(d), please check
please check the following box. /X/ the following box. / /
<TABLE>
<CAPTION>
<S> <C>
Securities Act registration statement file number to which this form relates: 333-45684
------------------------
(If applicable)
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- --------------------------------
<S> <C>
Optical Equipment NETS American Stock Exchange
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The description of the 500,000,000 Depositary Receipts to be issued
by the Optical Equipment NETS Trust (the "Optical Equipment NETS") to be
registered hereunder is set forth under the caption entitled "Description of
Optical Equipment NETS" in the prospectus dated November [o], 2000, which
description is hereby incorporated by reference. The prospectus was filed with
the Securities and Exchange Commission pursuant to Rule 424(b)(2) of the
Securities Act of 1933 on November [o], 2000.
Item 2. Exhibits.
1. Form of Underwriting Agreement is set forth in Exhibit 1.1 to the
Registrant's Registration Statement on Form S-1 (Registration No.
333-45684) (the "Registration Statement") and is incorporated herein
by reference.
2. Form of Depositary Trust Agreement is set forth in Exhibit 4.1 to
the Registration Statement and is incorporated herein by reference.
3. Form of Optical Equipment NETS is set forth in Exhibit 4.1 to the
Registration Statement and is incorporated herein by reference.
<PAGE>
SIGNATURES
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, thereunto duly
authorized.
Dated: November 2, 2000 EPOCH SECURITIES, INC., as Initial
Depositor, on behalf of Optical Equipment
NETS Trust
By: /s/ STANTON GREEN
------------------------------------
Name: Stanton Green
Title: Attorney-in-Fact
