WINSTAR COMMUNICATIONS INC
8-A12G/A, 2000-02-11
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   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.
                          ----------------------------
             (Exact name of registrant as specified in its charter)

                  Delaware                           13-3585278
                  --------                          ------------
(State of incorporation or organization)   (I.R.S. Employer Identification No.)

685 Third Avenue, New York, New York                             10017
- ------------------------------------                            -------
(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:

                                            Name of each exchange on which
Title of each class to be so registered     each class is to be registered
- ---------------------------------------     ------------------------------
None                                        None

Securities to be registered pursuant to Section 12(g) of the Act:

Rights to Purchase Series B Preferred Stock
                  (Title of Class)




<PAGE>



Item 1. Description of Registrants Securities to Be Registered.

        Effective February 1, 2000, the Board of Directors of Winstar
Communications, Inc. (the "Company") approved a third amendment (the "Third
Amendment") to the Rights Agreement dated as of July 2, 1997, as amended on June
3, 1999 and July 15, 1999 (as so amended, the "Rights Agreement"), by and
between the Company and Continental Stock Transfer and Trust Company, as Rights
Agent (the "Rights Agent"). The Rights issued under the Rights Agreement were
previously registered with the Securities and Exchange Commission ("SEC") on
Form 8-A on July 2, 1997. The Third Amendment was adopted to (i) revise the
definition of "Acquiring Person" by replacing references in the Rights Agreement
to "Company Common Stock" with "Voting Stock", (ii) revise the definition of
"Beneficial Owner" (and the correlative terms "beneficially own" and "Beneficial
Ownership") to exclude therefrom any shares of a class of Voting Stock issued or
deemed issued by the Company in payment of dividends on, or as a result of the
failure of the Company to pay cash dividends on, outstanding shares of the
Company's Series G Senior Cumulative Participating Convertible Preferred Stock
(the "Series G Stock") pursuant to the terms of the instrument providing for the
creation of the Series G Stock and (iii) amend or remove certain related
provisions.

        A complete copy of the Third Amendment is attached hereto as Exhibit 4.4
and is incorporated herein by reference. A copy of the Rights Agreement, as
previously amended, is incorporated herein by reference to Exhibit 4 to the Form
8-A filed with the SEC on July 2, 1997, to Exhibit 4.2 to the Form 8-A/A
filed with the SEC on June 3, 1999 and to Exhibit 4.3 to the Form 8-A/A filed
with the SEC on July 16, 1999.

Item 2.  Exhibits.
4.1       Rights Agreement dated as of July 2, 1997 between the Company and the
          Rights Agent (incorporated by reference to Exhibit 4 to the Form 8-A
          filed on July 2, 1997)

4.2       Amendment to the Rights Agreement dated as of June 3, 1999 between the
          Company and the Rights Agent (incorporated by reference to Exhibit 4.2
          to the Form 8-A/A filed on June 3, 1999)

4.3       Second Amendment to the Rights Agreement dated as of July 15, 1999
          between the Company and the Rights Agent (incorporated by reference to
          Exhibit 4.3 to the Form 8- A/A filed on July 16, 1999)

4.4       Third Amendment to the Rights Agreement dated as of February 1, 2000
          between the Company and the Rights Agent (filed herewith)




                                        2

<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, thereto duly authorized.

Dated: February 10, 2000                        WINSTAR COMMUNICATIONS, INC.



                                                By: /s/ Kenneth J. Zinghini
                                                   -------------------------
                                                    Kenneth J. Zinghini
                                                    Senior Vice President

                                        3


<PAGE>


                                                   EXHIBIT INDEX

Exhibit
No.      Description
- -------  ------------

4.1       Rights Agreement dated as of July 2, 1997 between the Company and the
          Rights Agent (incorporated by reference to Exhibit 4 to the Form 8-A
          filed on July 2, 1997)

4.2       Amendment to the Rights Agreement dated as of June 3, 1999 between the
          Company and the Rights Agent (incorporated by reference to Exhibit 4.2
          to the Form 8-A/A filed on June 3, 1999)

4.3       Second Amendment to the Rights Agreement dated as of July 15, 1999
          between the Company and the Rights Agent (incorporated by reference to
          Exhibit 4.3 to the Form 8-A/A filed on July 16, 1999)

4.4       Third Amendment to the Rights Agreement dated as of February 1, 2000
          between the Company and the Rights Agent (filed herewith)




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                                                                  EXHIBIT 4.4

                     THIRD AMENDMENT TO THE RIGHTS AGREEMENT

     THIS THIRD AMENDMENT TO THE RIGHTS AGREEMENT, made and entered into as of
this 1st day of February, 2000 (this "Third 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, an Amendment to the Rights Agreement, dated as of June
3, 1999, and the Second Amendment to the Rights Agreement, dated as of July 15,
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 resolutions duly adopted
on January 12, 2000, authorized this Third 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:

     Section 1. Amendments to the Rights Agreement. (a) The definition of
Acquiring Person contained in Section 1(a) of the Rights Agreement shall be
amended to read in its entirety as follows:

     "Acquiring Person" shall mean any Person who or which, alone or together
     with all Affiliates and Associates of such Person, shall be the Beneficial
     Owner of 10% or more of the Voting Stock then outstanding, but shall not
     include (x) the Company, any Subsidiary of the Company, any employee
     benefit plan maintained by the Company or any of its Subsidiaries or any
     trustee or fiduciary with respect to such plan acting in such capacity or
     (y) any such Person who has become and is such a Beneficial Owner solely





<PAGE>


     because (A) of a change in the aggregate number of shares of the Voting
     Stock since the last date on which such Person acquired Beneficial
     Ownership of any shares of the Voting Stock or (B) it acquired such
     Beneficial Ownership in the good faith belief that such acquisition would
     not (1) cause such Beneficial Ownership to exceed 10% of the Voting Stock
     then outstanding and such Person relied in good faith in computing the
     percentage of its Beneficial Ownership on publicly filed reports or
     documents of the Company which are inaccurate or out-of-date or (2)
     otherwise cause a Distribution Date or the adjustment provided for in
     Section 11(a)(ii) to occur. Notwithstanding clause (B) of the prior
     sentence, if any Person that is not an Acquiring Person due to such clause
     (B) does not reduce its percentage of Beneficial Ownership of the Voting
     Stock then outstanding to less than 10% by the Close of Business on the
     fifth Business Day after notice from the Company (the date of notice being
     the first day) that such person's Beneficial Ownership of the Voting Stock
     then outstanding so equals or exceeds 10%, such Person shall at the end of
     such five Business Day period, become an Acquiring Person (and such clause
     (B) shall no longer apply to such Person). For purposes of this definition,
     the determination whether any Person acted in "good faith" shall be
     conclusively determined by the Board of Directors of the Company."

     (b) A new section (u)(u) shall be added to the end of Section 1 of the
Rights Agreement as follows:

     "(u)(u) "Voting Stock" shall mean any class of capital stock of the Company
     which votes generally in the election of directors and on matters
     prescribed for a vote of shareholders (in the case of stock other than
     Common Stock together with the Common Stock), with each share of such stock
     which has a number of votes other than the one vote per share being deemed
     to be that number of shares of Voting Stock equal to the number of votes
     which such share is entitled to cast."

     (c) The proviso set forth at the end of Section 1(e) of the Rights
Agreement shall be deleted in its entirety and replaced with the following:

     "provided, however, that under this paragraph (e) a Person shall not be
     deemed the "Beneficial Owner" of, or to "beneficially own", or to have
     "Beneficial Ownership" of, (A) securities tendered pursuant to a tender or
     exchange offer made in accordance with Exchange Act Regulations by such
     Person or any of such Person's Affiliates or Associates until such tendered
     securities are accepted for purchase or exchange, (B) securities that may
     be issued upon exercise of Rights at any time prior to the occurrence of a
     Triggering Event, (C) securities that may be issued upon exercise of Rights
     from and after the occurrence of a Triggering Event, which Rights were
     acquired by such Person or any of such Person's Affiliates or Associates
     prior to the Distribution Date or pursuant to Section 3(c) or Section 22 or
     pursuant to Section 11(i) in connection with an adjustment made with
     respect to any such Rights or (D) any shares of a class of Voting Stock
     issued or deemed issued by the Company in payment of dividends on, or as a
     result of the failure of the Company to pay cash dividends on, outstanding




                                        2


<PAGE>


     shares of the Company's Series G Senior Cumulative Participating
     Convertible Preferred Stock (the "Series G Preferred Stock") pursuant to
     the terms of the instrument providing for the creation of the Series G
     Preferred Stock."

     (d) The first sentence of Section 3(a) of the Rights Agreement shall be
deleted and replaced by the following:

     "Until the earlier of (i) the Close of Business on the tenth day after the
     Stock Acquisition Date and (ii) the Close of Business on the tenth Business
     Day (or such later date as may be determined by action of the Company's
     Board of Directors prior to such time as any Person becomes an Acquiring
     Person) after the date that a tender or exchange offer by any Person (other
     than the Company, any Subsidiary of the Company, any employee benefit plan
     maintained by the Company or any of its Subsidiaries or any trustee or
     fiduciary with respect to such plan acting in such capacity) is first
     published or sent or given within the meaning of Rule 14d-4(a) of the
     Exchange Act Regulations or any successor rule, if upon consummation
     thereof, such Person would be the Beneficial Owner of 10% of the Voting
     Stock then outstanding (the earlier of (i) and (ii) above being the
     "Distribution Date"), (x) the Rights will be evidenced (subject to the
     provisions of paragraph (b) of this Section 3) by the certificates for
     shares of Company Common Stock registered in the names of the holders of
     shares of Company Common Stock as of and subsequent to the Record Date
     (which certificates for shares of Company Common Stock shall be deemed also
     to be certificates for Rights) and not by separate certificates, and (y)
     the Rights will be transferable only in connection with the transfer of the
     underlying shares of Company Common Stock (including a transfer to the
     Company)."

     (e) The first sentence of Section 28(a) of the Rights Agreement shall be
deleted and replaced by the following:

     "Except as otherwise provided in Section 1(e), for the purposes of this
     Agreement, any calculation of the number of shares of Company Common Stock
     or the Voting Stock outstanding at any particular time, including for
     purposes of determining the particular percentage of such outstanding
     shares of Company Common Stock or Voting Stock of which any Person is the
     Beneficial Owner, shall be made in accordance with the last sentence of
     Rule 13d-3(d)(1)(i) of the Exchange Act Regulations as in effect on the
     date hereof."

                                        3


<PAGE>



     (f) The second sentence of Section 34(a) of the Rights Agreement shall be
deleted and replaced by the following:

     "Subject to such adjustment, each Right may be exchanged for that number of
     Units of Preferred Stock obtained by dividing the Adjustment Spread (as
     defined below) by the then current market price (determined pursuant to
     Section 11(d)) per Unit of Preferred Stock on the earlier of (i) the date
     on which any Person becomes an Acquiring Person and (ii) the date on which
     a tender or exchange offer by any Person (other than the Company, any
     Subsidiary of the Company, any employee benefit plan maintained by the
     Company or any of its Subsidiaries or any trustee or fiduciary with respect
     to such plan acting in such capacity) is first published or sent or given
     within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any
     successor rule, if upon consummation thereof such Person would be the
     Beneficial Owner of 10% or more of the shares of Voting Stock then
     outstanding (such exchange ratio being the "Section 34(a) Exchange
     Ratio")."

     Section 2. Full Force and Effect. The remainder of the Rights Agreement
shall remain unchanged, and the Rights Agreement as amended above, shall remain
in full force and effect.

     Section 3. Governing Law. This Third Amendment shall be governed by, and
construed in accordance with, the laws of the State of Delaware.

     Section 4. Counterparts. This Third Amendment may be executed in two or
more counterparts and each of such counterparts shall for all purposes be deemed
to be an original and all such counterparts shall constitute but one and the
same instrument. Delivery of an executed counterpart of a signature page to this
Third Amendment by telecopier shall be as effective as delivery of a manually
executed counterpart of this Third Amendment.

         [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]


                                        4


<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to
be duly execute on their behalf as of the date first above written.

                                         WINSTAR COMMUNICATIONS, INC.


                                                /s/ Kenneth J. Zinghini
                                         By: ______________________________
                                             Name:  Kenneth J. Zinghini
                                             Title:  Senior Vice President

                                        CONTINENTAL STOCK TRANSFER
                                        & TRUST COMPANY

                                                /s/ Steven Nelson
                                        By: ______________________________
                                            Name:  Steven Nelson
                                            Title: Chairman





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