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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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
Paging Network, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
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Delaware 04-2740516
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
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14911 Quorum Drive
Dallas, TX 75240 75240
(Address of Principal Executive Offices) (Zip Code)
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.(c), please check the following box. [X]
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), please check the following box. [ ]
Securities Act registration statement file number to which this
form relates: 33-87224
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Stock, par value $0.01 per share Chicago Stock Exchange, Inc.
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the common stock, par value $0.01 per share ("Common
Stock"), of Paging Network, Inc. ("Registrant") is contained in a prospectus,
constituting part of the Registrant's Registration Statement on Form S-3 (File
No. 33-87224) ("Registration Statement") relating to the Securities, which has
been filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended ("Prospectus"). The description of the Securities
contained in the Prospectus is hereby incorporated by reference into this Form
8-A.
ITEM 2. EXHIBITS.
Listed below are all exhibits filed herewith.
<TABLE>
<CAPTION>
Exhibit Sequential
Number Exhibit Page Number
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<S> <C> <C>
1 Restated Certificate of Incorporation of the
Registrant (incorporated herein by reference to
Exhibit 3.1 of the Registrant's Form 10-K for the
fiscal year ended December 31, 1998 ("Form 10-K")).
2 By-laws of the Registrant (incorporated herein by
reference to Exhibit 3.3 of the Registrant's Form 10-K).
3 Shareholder Rights Agreement (incorporated herein by
reference to Exhibit 4.4 of the Registrant's Form 10-K).
4 First Amendment to Shareholder Rights Agreement
(incorporated herein by reference to Exhibit 4.5 of
the Registrant's Form 10-K).
</TABLE>
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SIGNATURE
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.
PAGING NETWORK, INC.
By: /s/ JULIAN CASTELLI
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(Signature)
Name: Julian Castelli
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Title: Chief Financial Officer
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Date: July 29, 1999
