SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A
Fone America, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 91-1355620
- ----------------------- -----------------------
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
12323 SW 66th Avenue
Portland, Oregon 97223
- ----------------------- -----------------------
(Address of Principal (Zip Code)
Executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered to Section 12(g) of the Act:
Common Stock
----------------
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
Reference is made to the caption "Description of Securities" in the
Registration Statement on Form SB-2 (Registration No. 33-80786-LA as filed with
the Securities and Exchange Commission (the "Commission") by the Registrant on
February 7, 1997, which is filed as Exhibit 4.3 hereto (the "Registration
Statement"). A description of the securities being registered will be included
in the final Prospectus to be filed with the Commission under Rule 424(b) under
the caption "Description of Securities," and such description shall be deemed
incorporated by reference into this Registration Statement.
Item 2. Exhibits
Except as otherwise indicated, the following exhibits are incorporated by
reference to the exhibits with the same numbers in the Registration Statement:
Exhibit Number Document
* 3.0 Articles of Incorporation and Bylaws
* 4.3 Specimen Common Stock Certificate
** 5.1 Opinion of Davis Wright Tremaine as to the legality of the
securities being registered.
* 10.1 Sales Agency Agreement
* 10.2 Master Lease Agreement
** 10.3 Jongsma and Grabowski Restricted Stock Bonus Agreement
* 10.4 Registration Rights and Standstill Agreement governing certain
current shareholders
* 10.5 Shapiro and Walters Registration Rights Agreement
* 10.6 Klemen Loan Agreement
* 10.7 Trust Agreement - LEI/DAT/Fone
* 10.9A Employment Agreement for Joseph
* 10.9B Employment Agreement for Forney
*** 24.1 Consent of Isler & Co., L.L.C.
** 24.2 Consent of Davis Wright Tremaine - See Exhibit 5.1
* 99 Reorganization Plan
* 99.1 Letter describing procedure for accepting offer
* 99.2 Company's Disclosure Statement filed with Bankruptcy Court
- ------------------------
* Filed on January 27, 1996 and incorporated by reference.
** Filed on July 19, 1996 and incorporated herewith.
*** Filed herewith.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized.
FONE AMERICA, INC.
------------------
Registrant
By:/s/ Peter H. Jacobs
-------------------
Peter H. Jacobs
President and
Chief Executive Officer
Dated: February 25, 1997
---------------------
