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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
McLeod, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 58-421407240
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
221 Third Avenue SE, Suite 500, Cedar Rapids, IA 52401
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(Address of principal executive offices) (Zip Code)
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
Securities to be registered pursuant to Section 12(g) of the Act:
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Class A Common Stock
A description of the Registrant's Class A Common Stock, par value $.01
per share (the "Class A Common Stock"), will be set forth under the caption
"Description of Capital Stock" in the form of prospectus to be filed by the
Registrant with the Securities and Exchange Commission pursuant to Rule 424(b)
under the Securities Act of 1933, as amended, and such prospectus shall be
deemed to be incorporated by reference herein.
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ITEM 2. EXHIBITS.
The following documents are being filed as exhibits to this
registration statement.
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Exhibit Number Description
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1 Form of Class A Common Stock certificate.
2 Amended and Restated Certificate of
Incorporation of the Registrant (Incorporated by
reference to Exhibit 3.1 of the Registrant's
Registration Statement on Form S-1, as amended
(File No. 333-3112), originally filed with the
Securities and Exchange Commission on April 2, 1996
(as amended, the "Form S-1")).
3 Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit 3.2 of the
Form S-1).
4 Form of Investor Agreement dated as of April 1, 1996
among McLeod Inc., IES Investments Inc., Midwest Capital
Group Inc., MWR Investments Inc., Clark and Mary McLeod, and
certain other stockholders (incorporated by reference to
Exhibit 4.8 of the Form S-1).
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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.
MCLEOD, INC.
Date: May 24, 1996 By: /s/ Clark E. McLeod
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Clark E. McLeod
Chairman and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No. Description Page
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1 Form of Class A Common Stock Certificate 1
2 Amended and Restated Certificate of Incorporation (*)
3 Amended and Restated Bylaws of the Registrant (**)
4 Form of Investor Agreement dated as of April 1, 1996 (***)
among McLeod Inc., IES Investments Inc., Midwest Capital
Group Inc., MWR Investments Inc., Clark and Mary McLeod,
and certain other stockholders.
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(*) Incorporated by reference to Exhibit 3.1 of the Form S-1.
(**) Incorporated by reference to Exhibit 3.2 of the Form S-1.
(***) Incorporated by reference to Exhibit 4.8 of Form S-1.
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EXHIBIT 1
CLASS A COMMON STOCK CLASS A COMMON STOCK
NUMBER SHARES
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A
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INCORPORATED UNDER THE LAWS OF SEE REVERSE FOR
THE STATE OF DELAWARE CERTAIN DEFINITIONS
CUSIP 582266 10 2
[MCLEOD, INC. LOGO]
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FULLY PAID AND NON-ASSESSABLE SHARES OF THE CLASS A COMMON STOCK,
PAR VALUE OF $.01
PER SHARE OF
- ---------------------------------MCLEOD, INC.-----------------------------------
(HEREINAFTER THE "CORPORATION") TRANSFERABLE ON THE BOOKS OF THE CORPORATION BY
THE HOLDER HEREOF IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF
THIS CERTIFICATE PROPERTY ENDORSED.
THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE ISSUED AND SHALL
BE HELD SUBJECT TO ALL OF THE PROVISIONS OF THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE CORPORATION AND ALL AMENDMENTS
THERETO, COPIES OF WHICH ARE ON FILE WITH THE TRANSFER AGENT TO ALL OF WHICH
THE HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF ASSENTS. THIS CERTIFICATE
IS NOT VALID UNLESS COUNTERSIGNED AND REGISTERED BY THE TRANSFER AGENT AND
REGISTRAR.
WITNESS THE FACSIMILE SIGNATURES OF THE DULY AUTHORIZED OFFICERS OF THE
CORPORATION.
DATED:
/s/ CASEY D. MAHON /s/ CLARK E. McLEOD
SECRETARY CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Countersigned and Registered:
NORWEST BANK OF MINNESOTA, N.A.
(St. Paul, Minnesota) Transfer Agent
and Registrar
BY
Authorized Signature
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MCLEOD, INC.
THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF
STOCK. IN ADDITION, THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
REDEMPTION BY THE CORPORATION IN CERTAIN LIMITED CIRCUMSTANCES. THE CORPORATION
WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A STATEMENT OF
THE TERMS AND CONDITIONS OF SUCH REDEMPTION PROVISIONS AND THE POWER,
DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH
REQUEST SHOULD BE ADDRESSED TO THE SECRETARY OF THE CORPORATION.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM- as tenants in common UNIF GIFT MIN ACT._________Custodian_______
TEN ENT- as tenants by the entireties (Cust) (Minor)
JT TEN- as joint tenants with
right of survivorship and
not as tenants in common under Uniform Gifts to Minors
Act__________________________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ________________ hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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Shares
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of the capital stock represented by this Certificate, and does hereby
irrevocably constitute and appoint
Attorney
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to transfer the said stock on the books of the Corporation with full
power of substitution in the premises.
Dated_________________________
X
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X
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NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE
FACE OF THIS CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
SIGNATURE(S) GUARANTEED:
By
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
