SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT TO APPLICATION OR REPORT
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WinStar Communications, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 13-3585278
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(State of incorporation or organization) I.R.S. Employer Identification No.)
230 Park Avenue, New York, New York 10169
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
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.(d), check the following box. [ ]
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), check the following box. [ X ]
Securities Act registration statement file number to which this Form
relates: ______________ (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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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Series B Preferred Stock
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(Title of Class)
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Item 1. Description of Registrants Securities to Be Registered.
The Board of Directors of WinStar Communications, Inc. (the
"Company") has approved a second amendment (the "Second Amendment") to the
Rights Agreement dated as of July 2, 1997, as amended on June 3, 1999 (as so
amended, the "Rights Agreement") by and between the Company and Continental
Stock Transfer and Trust Company, as Rights Agent. The Rights were previously
registered with the Securities and Exchange Commission on Form 8-A on July 2,
1997. The Amendment was adopted to increase the Purchase Price for each unit of
Series B Preferred Stock from $70 to $225.
A complete copy of the Second Amendment is attached hereto as
Exhibit 4.3 and is incorporated herein by reference. A copy of the Rights
Agreement is incorporated herein by reference to Exhibit 4 to the Company's
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission on July 2, 1997 and to Exhibit 4.2 to the Company's Amendment to
Registration Statement on Form 8-A/A filed with the Securities and Exchange
Commission on June 3, 1999.
Item 2. Exhibits.
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4.1 Rights Agreement dated as of July 2, 1997 as filed as an Exhibit to
Form 8-A filed by the Registrant on July 2, 1997 is incorporated
herein by reference.
4.2 Amendment to the Rights Agreement dated as of June 3, 1999 as filed
as an Exhibit to Form 8-A/A filed by the Registrant on June 3, 1999
is incorporated herein by reference.
4.3 Second Amendment to the Rights Agreement dated as of July 15, 1999
between WinStar Communications, Inc. and Continental Stock Transfer
and Trust Company, as Rights Agent.
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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, thereto duly authorized.
WINSTAR COMMUNICATIONS, INC.
By /s/ Fredric E. Rubin
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Frederic E. Rubin
Vice President and Treasurer
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EXHIBIT INDEX
Exhibit
No. Description
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4.1 Rights Agreement dated as of July 2, 1997 as filed as an
Exhibit to Form 8-A filed by the Registrant on July 2, 1997 is
incorporated herein by reference.
4.2 Amendment to the Rights Agreement dated as of June 3, 1999 as
filed as an Exhibit to Form 8-A/A filed by the Registrant on
June 3, 1999 is incorporated herein by reference.
4.3 Second Amendment to the Rights Agreement dated as of July 15,
1999 between WinStar Communications, Inc. and Continental
Stock Transfer and Trust Company, as Rights Agent.
SECOND AMENDMENT TO
RIGHTS AGREEMENT
AMENDMENT, made and entered into as of this 15th day of July,
1999 (this "Second Amendment"), by and between WINSTAR COMMUNICATIONS, INC. (the
"Company") and CONTINENTAL STOCK TRANSFER AND TRUST COMPANY, as Rights Agent
(the "Rights Agent"), is being executed under the following circumstances:
WHEREAS, the Company and the Rights Agent entered into a
Rights Agreement, dated as of July 2, 1997 and an Amendment to Rights Agreement,
dated as of June 3, 1999 (as so amended, the "Rights Agreement");
WHEREAS, effective July 2, 1997 (the "Rights Dividend
Declaration Date") the Board of Directors of the Company authorized and declared
a distribution of one Right (each, a "Right") for each share of Common Stock,
par value $.01 per share, of the Company (the "Company Common Stock")
outstanding at the Close of Business (as defined in the Rights Agreement) on
July 14, 1997 (the "Record Date"), and authorized the issuance of one right (as
such number may be adjusted pursuant to the Rights Agreement) for each share of
Company Common Stock issued between the Record Date (whether originally issued
or delivered from the Company's treasury) and, except as otherwise provided in
Section 22 of the Rights Agreement, the Distribution Date, each Right initially
representing the right to purchase upon the terms and subject to the conditions
set forth in the Rights Agreement one Unit (as defined in the Rights Agreement)
of Series B Preferred Stock (as defined in the Rights Agreement); and
WHEREAS, the Board of Directors of the Company, by resolution
duly adopted on July 2, 1999, authorized this Second Amendment to the Rights
Agreement and in accordance with Section 26 of the Rights Agreement.
NOW THEREFORE, the Company and the Rights Agent hereby amend
the Rights Agreement as follows, pursuant to Section 26 of the Rights Agreement:
1. Section 7(b) of the Rights Agreement shall be amended by
replacing the figure $70 as set forth therein with the figure $225. Accordingly,
Section 7(b) shall read in its entirety as follows:
"(b) The purchase price for each one one-thousandth of a share
(each such one one-thousandth of a share being a "Unit") of Preferred Stock upon
exercise of Rights shall be $225, subject to adjustment from time to time as
provided in Sections 11 and 13(a) (such purchase price, as so adjusted, being
the "Purchase Price"), and shall be payable in accordance with paragraph (c)
below."
The remainder of the Rights Agreement shall remain unchanged,
and the Rights Agreement as amended above, shall remain in full force and
effect.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly execute on their behalf as of the date first above written.
WINSTAR COMMUNICATIONS, INC.
By: /s/ Frederic E. Rubin
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Frederic E. Rubin
Treasurer
CONTINENTAL STOCK TRANSFER
&TRUST COMPANY
By: /s/ Michael J. Nelson
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Michael J. Nelson
President
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