SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Viatel, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 13-3787366
(State of incorporation (I.R.S. employer
or organization) identification no.)
800 Third Avenue
New York, New York 10022
(Address of principal executive offices) (Zip code)
If this Form relates to the If this Form relates to
registration of a class of debt the registration of a
securities and is effective upon class of debt securities
filing pursuant to General and is to become
Instruction A(c)(1) please effective simultaneously
check the following box. / / 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. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on
to be so Registered Which Each Class is to be
Registered
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Not Applicable Not Applicable
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
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(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
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The securities to be registered hereunder are common stock, par
value $0.01 per share (the "Common Stock") of Viatel, Inc. (the
"Registrant"). A description of the Common Stock is set forth under the
caption "Description of Capital Stock" contained in the prospectuses
forming a part of the Registrant's Registration Statement on Form S-1,
as amended (the "Registration Statement") (File No. 333-09699) initially
filed with the Securities and Exchange Commission on August 7, 1996.
Such description, and as it may be subsequently amended, is incorporated
herein by reference.
Item 2. Exhibits.
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The following exhibits are filed as a part of this Registration
Statement:
Exhibit
No. Description
------- -----------
1. Amended and Restated Certificate of Incorporation of the
Registrant, incorporated herein by reference to Exhibit
3.1(i)(b) to the Registration Statement.
2. Amended and Restated Bylaws of the Registrant, incorporated
herein by reference to Exhibit 3.1(ii)(b) to the Registration
Statement.
3. Indenture, dated as of December 15, 1994, between the
Registrant and United States Trust Company of New York, as
Trustee, incorporated herein by reference to Exhibit 4.2 to
the Registrant's Registration Statement on Form S-4, File No.
33-92696, filed on May 24, 1995.
4. Amendment No. 1 to the Indenture, dated as of December 15,
1994, between the Registrant and United States Trust Company
of New York, as Trustee, incorporated herein by reference to
Exhibit 4.5 to the Registration Statement.
5. Common Stock Registration Rights Agreement, dated as of
December 15, 1994, among the Registrant, Martin Varsavsky,
Juan Manuel Aisemberg and Morgan Stanley & Co. Incorporated,
incorporated herein by reference to Exhibit 10.4 to the
Registrant's Registration Statement on Form S-4, File No. 33-
92696, filed on May 24, 1995.
<PAGE>
6. Stock Purchase Agreement, dated as of September 30, 1993, as
amended as of April 5, 1994, and as further amended as of
December 21, 1994, between the Registrant and S-C V-Tel
Investments, L.P., incorporated herein by reference to Exhibit
10.13 to the Registrant's Registration Statement on Form S-4,
File No. 33-92696, filed on May 24, 1995.
7. Stock Purchase Agreement, dated as of April 5, 1994, between
the Registrant and COMSAT Investments, Inc., incorporated
herein by reference to Exhibit 10.14 to the Registrant's
Registration Statement on Form S-4, File No. 33-92696, filed
on May 24, 1995.
8. Stock Purchase Agreement, dated as of December 3, 1993,
between the Company and Herald L. Ritch, incorporated herein
by reference to Exhibit 10.15 to the Registration Statement.
9. Stock Purchase Agreement, dated as of October 1, 1993, between
the Registrant and Robert Conrads, incorporated herein by
reference to Exhibit 10.16 to the Registrant's Registration
Statement on Form S-4, File No. 33-92696, filed on May 24,
1995.
10. Stock Purchase Agreement, dated as of December 9, 1993,
between the Registrant and Robert Conrads, incorporated herein
by reference to Exhibit 10.17 to the Registrant's Registration
Statement on Form S-4, File No. 33-92696, filed on May 24,
1995.
11. Shareholders' Agreement, dated as of April 5, 1994, and as
amended as of November 22, 1994, by and among the Registrant,
Martin Varsavsky, Juan Manuel Aisemberg and COMSAT
Investments, Inc., incorporated herein by reference to Exhibit
10.19 to the Registrant's Registration Statement on Form S-4,
File No. 33-92696, filed on May 24, 1995.
12. Shareholders' Agreement, dated as of September 30, 1993, as
amended as of December 9, 1993 and as further amended as of
April 5, 1994, November 22, 1994 and December 21, 1994, by and
among the Registrant, Martin Varsavsky and S-C V-Tel
Investments, L.P., incorporated herein by reference to Exhibit
10.21 to the Registrant's Registration Statement on Form S-4,
File No. 33-92696, filed on May 24, 1995.
<PAGE>
13. Form of Registrant's Common Stock Certificate, incorporated
herein by reference to Exhibit 4.4 to the Registration
Statement.
14. The Registrant's 1993 Flexible Stock Incentive Plan, dated as
of September 29, 1993, incorporated herein by reference to
Exhibit 10.5 to the Registrant's Registration Statement on
Form S-4, File No. 33-92696, filed on May 24, 1995.
15. The Registrant's Amended Flexible Stock Incentive Plan,
incorporated herein by reference to Exhibit 10.33 to the
Registration Statement.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No.
1 to be signed on its behalf by the undersigned, thereto duly
authorized.
VIATEL, INC.
Date: October 15, 1996 By: /s/ Michael J. Mahoney
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Michael J. Mahoney
President and
Chief Operating Officer
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit No. Description Numbered Page
--------- ----------- -------------
1. Amended and Restated Certificate
of Incorporation of the Registrant,
incorporated herein by reference
to Exhibit 3.1(i)(b) to the
Registration Statement.
2. Amended and Restated Bylaws of the
Registrant, incorporated herein by
reference to Exhibit 3.1(ii)(b) to
the Registration Statement.
3. Indenture, dated as of December 15,
1994, between the Registrant and
United States Trust Company of
New York, as Trustee, incorporated
herein by reference to Exhibit 4.2
to the Registrant's Registration
Statement on Form S-4,
File No. 33-92696, filed on
May 24, 1995.
4. Amendment No. 1 to the Indenture,
dated as of December 14, 1994,
between the Registrant and
United States Trust Company of
New York, as Trustee, incorporated
herein by reference to Exhibit 4.5
to the Registration Statement.
5. Common Stock Registration Rights
Agreement, dated as of December 15,
1994, among the Registrant,
Martin Varsavsky, Juan Manuel Aisemberg
and Morgan Stanley & Co. Incorporated,
incorporated herein by reference to
Exhibit 10.4 to the Registrant's
Registration Statement on Form S-4,
File No. 33-92696, filed on May 24, 1995.
6. Stock Purchase Agreement, dated as of
September 30, 1993, as amended as of
April 5, 1994, and as further amended
as of December 21, 1994, between the
Registrant and S-C V-Tel Investments,
L.P., incorporated herein by reference
to Exhibit 10.13 to the Registrant's
Registration Statement on Form S-4,
File No. 33-92696, filed on May 24, 1995.
7. Stock Purchase Agreement, dated as of
April 5, 1994, between the Registrant
and COMSAT Investments, Inc.,
incorporated herein by reference to
Exhibit 10.14 to the Registrant's
Registration Statement on Form S-4,
File No. 33-92696, filed on May 24, 1995.
8. Stock Purchase Agreement, dated as of
December 3, 1993, between the Registrant
and Herald L. Ritch, incorporated herein
by reference to Exhibit 10.15 to the
Registration Statement.
<PAGE>
9. Stock Purchase Agreement, dated as of
October 1, 1993, between the
Registrant and Robert Conrads,
incorporated herein by reference to
Exhibit 10.16 to the Registrant's
Registration Statement on Form S-4,
File No. 33-92696, filed on May 24, 1995.
10. Stock Purchase Agreement, dated as of
December 9, 1993, between the Registrant
and Robert Conrads, incorporated herein
by reference to Exhibit 10.17 to the
Registrant's Registration Statement on
Form S-4, File No. 33-92696, filed on
May 24, 1995.
11. Shareholders' Agreement, dated as of
April 5, 1994, and as amended as of
November 22, 1994, by and among the
Registrant, Martin Varsavsky,
Juan Manuel Aisemberg and COMSAT
Investments, Inc., incorporated herein
by reference to Exhibit 10.19 to the
Registrant's Registration Statement
on Form S-4, File No. 33-92696,
filed on May 24, 1995.
12. Shareholders' Agreement, dated as of
September 30, 1993, as amended as of
December 9, 1993 and as further
amended, as of April 5, 1994,
November 22, 1994 and December 21,
1994, by and among the Registrant,
Martin Varsavsky and S-C V-Tel
Investments, L.P., incorporated
herein by reference to Exhibit 10.21
to the Registrant's Registration
Statement on Form S-4,
File No. 33-92696, filed on
May 24, 1995.
13. Form of Registrant's Common Stock
Certificate, incorporated herein
by reference to Exhibit 4.4 to the
Registration Statement.
14. The Registrant's 1993 Flexible Stock
Incentive Plan, dated as of
September 29, 1993, incorporated
herein by reference to Exhibit 10.5
to the Registrant's Registration
Statement on Form S-4, File No. 33-92696,
filed on May 24, 1995.
15. The Registrant's Amended Flexible
Stock Incentive Plan, incorporated
herein by reference to Exhibit 10.33
to the Registration Statement.
