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FORM 8-A
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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IRIDIUM WORLD COMMUNICATIONS LTD.
(Exact name of registrant as specified in its charter)
BERMUDA 52-2025291
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
CLARENDON HOUSE
2 CHURCH STREET
HAMILTON BERMUDA HM11
(Address of principal executive offices) (Zip Code)
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IRIDIUM LLC
(Exact name of registrant as specified in its charter)
DELAWARE 52-1984342
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1575 EYE STREET, N.W. 20005
WASHINGTON, D.C. (Zip Code)
(Address of principal executive offices)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
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If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the securities pursuant to Section 12(g) of the
Exchange Act and is effective pursuant to Exchange Act and is effective pursuant to
General Instruction A.(c), check the following General Instruction A.(d), check the following
box. [ ] box. [X]
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SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES:
333-56385
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Warrants to Purchase Class A Common Stock
(Title of class)
ITEM 1. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED.
The material set forth under the captions "Prospectus Summary" and
"Description of Warrants" in the registrants' Registration Statement on Form S-3
(File No. 333-56385) relating to the Offering of (i) 300,000 Warrants to
purchase shares of Class A Common Stock (the "Warrants") of Iridium World
Communications Ltd. ("IWCL") and (ii) 1,560,000 shares of Class A Common Stock
issuable on exercise of the Warrants, filed via EDGAR with the Securities and
Exchange Commission on June 9, 1998, as amended on July 15, 1998, July 30, 1998
and August 14, 1998, shall be deemed to be incorporated by reference into this
registration statement.
ITEM 2. EXHIBITS.
The following exhibits, as permitted by Rule 12b-32, are incorporated by
reference into this registration statement.
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Exhibit
Number Description Method of Filing
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3.1 Memorandum of Association of Iridium World Incorporated by reference to
Communications Ltd. Exhibit 3.1 of the Registration
Statement on Form S-1 (File No.
333-23419) filed with the
Securities and Exchange
Commission, as amended (the
"S-1").
3.2 Bye-Laws of Iridium World Communications Ltd. Incorporated by reference to
Exhibit 3.2 of the S-1.
4.1 Form of Class A Common Stock Certificate. Incorporated by reference to
Exhibit 4.1 of the S-1.
4.2 Warrant Agreement dated July 16, 1997. Incorporated by reference to
Exhibit 4.1.1 of the Registration
Statement on Form S-3 (File No.
333-56385) filed with the
Securities and Exchange
Commission, as amended.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrants have duly caused this registration statement to be
signed on their behalf by the undersigned, thereto duly authorized.
IRIDIUM WORLD COMMUNICATIONS LTD.
Date: August 14, 1998 By: /s/ F. THOMAS TUTTLE
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F. Thomas Tuttle
Assistant Secretary
IRIDIUM LLC
Date: August 14, 1998 By: /s/ F. THOMAS TUTTLE
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F. Thomas Tuttle
Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
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Exhibit
Number Description Method of Filing
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3.1 Memorandum of Association of Iridium World Incorporated by reference to
Communications Ltd. Exhibit 3.1 of the Registration
Statement on Form S-1 (File No.
333-23419) filed with the
Securities and Exchange
Commission, as amended (the
"S-1").
3.2 Bye-Laws of Iridium World Communications Ltd. Incorporated by reference to
Exhibit 3.2 of the S-1.
4.1 Form of Class A Common Stock Certificate. Incorporated by reference to
Exhibit 4.1 of the S-1.
4.2 Warrant Agreement dated July 16, 1997. Incorporated by reference to
Exhibit 4.1.1 of the Registration
Statement on Form S-3 (File No.
333-56385) filed with the
Securities and Exchange
Commission, as amended.
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