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FORM 8-A/A
AMENDMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SHARED TECHNOLOGIES CELLULAR, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1386411
(State of incorporation (IRS Employer Identification No.)
or organization)
100 GREAT MEADOW ROAD, WETHERSFIELD, CONNECTICUT 06109
(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
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value per share
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
The Registrant is filing this amendment in connection with its
application to list its Common Stock, par value $0.01 per share (the "Common
Stock") on the Nasdaq National Market System under the symbol "STCL." The Common
Stock is currently listed on the Nasdaq SmallCap Market and was previously
listed on the Boston Stock Exchange.
Reference is made to the caption "Description of Securities" in the
Registrant's Prospectus filed with the Securities and Exchange Commission on
December 9, 1994, pursuant to Rule 424(b) under the Securities Act of 1933, as
amended, which relates to the Registrant's Registration Statement on Form SB-2
(No. 33-87242), and shall be deemed to be incorporated by reference into this
Registration Statement on Form 8-A.
Item 2. Exhibits.
Listed below are all Exhibits filed as part of this Amendment.
Exhibit No. Description
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1 Amended and Restated
Certificate of
Incorporation of the
Registrant. Incorporated by
reference to Exhibit 3.1 of
the Registrant's
Registration Statement on
Form SB-2 dated December 8,
1994.
2 Restated By-laws of the
Registrant. Incorporated by
reference to Exhibit 3.(ii)
to the Registrant's
Quarterly Report on Form
10-Q dated May 15, 1998.
3 Specimen of Common Stock
Certificate of the
Registrant. Incorporated by
reference to Exhibit 4.2 to
the Company's Registration
Statement on Form SB-2
filed with Amendment No. 3
to such Registration
Statement dated January 27,
1995.
4 Equity Holders Agreement by
and among International
Capital Partners, Inc.,
Zeisiger Capital Group, LLC
and Shared Technologies
Fairchild Inc. dated August
19, 1996. Incorporated by
Reference to Exhibit 4.3 to
the Company's Form 8-K
dated August 19, 1996 and
filed September 15, 1996.
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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 Amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
SHARED TECHNOLOGIES CELLULAR, INC.
Date: August 9, 1999 By VINCENT DIVINCENZO
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Name: Vincent DiVincenzo
Title: Senior Vice President, Chief Financial
Officer and Treasurer
