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.
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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.)
685 Third Avenue, New York, New York 10017
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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:
Name of each exchange on which
Title of each class 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
(Title of Class)
<PAGE>
Item 1. Description of Registrants Securities to Be Registered.
Effective December 6, 2000, the Board of Directors of Winstar
Communications, Inc. (the "Company") approved a fourth amendment (the "Fourth
Amendment") to the Rights Agreement dated as of July 2, 1997, as amended on June
3, 1999, July 15, 1999 and February 1, 2000 (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 Fourth Amendment was adopted
to revise the definition of "Beneficial Owner" (and the correlative terms
"beneficially own" and "Beneficial Ownership") to exclude therefrom (A) any
shares of a class of Voting Stock (as defined in the Rights Agreement)
represented by certain shares of the Company's Series G Senior Cumulative
Participating Convertible Preferred Stock ("Series G Preferred Stock"), the
Company's Series H Senior Cumulative Participating Convertible Preferred Stock
("Series H Preferred Stock") and Warrants, dated December 6, 2000, to purchase
shares of the Company's Common Stock, and (B) any shares of a class of Voting
Stock either 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 such Series G Preferred Stock or Series H Preferred Stock
pursuant to the terms of the instruments providing for the creation of the
Series G Preferred Stock and the Series H Preferred Stock.
A complete copy of the Fourth Amendment is attached hereto as Exhibit
4.5 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, to Exhibit 4.3 to the Form 8-A/A filed with the
SEC on July 16, 1999 and to Exhibit 4.4 to the Form 8-A/A filed with the SEC on
February 11, 2000.
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 (incorporated by reference to
Exhibit 4.4 to the Form 8- A/A filed on February 11, 2000)
4.5 Fourth Amendment to the Rights Agreement dated as of December 6, 2000
between the Company and the Rights Agent (filed herewith)
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<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: December 29, 2000 WINSTAR COMMUNICATIONS, INC.
By: /s/ Kenneth J. Zinghini
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Kenneth J. Zinghini
Senior Vice President
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<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
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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 (incorporated by reference to
Exhibit 4.4 to the Form 8-A/A filed on February 11, 2000)
4.5 Fourth Amendment to the Rights Agreement dated as of December 6, 2000
between the Company and the Rights Agent (filed herewith)
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