SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 DATA TRANSMISSION NETWORK CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-15405 47-0669375 - ----------------------- ------------ -------------- (State of incorporation (Commission (IRS Employer or organization) File Number) Identification Number) 9110 West Dodge Road, Suite 200, Omaha, Nebraska 68114 - ----------------------------------------------------- ------------ (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 - -------------------- ------------------------------- None None If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously 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(g) of the Act: Common Stock, $.001 par value per share ---------------------------------------- (Title of class) 1 Item 1. Description of Registrant's Securities to be Registered. The information required by this item is incorporated by reference to the Registration Statement on Form S-3 (Registration Statement No. 333-5423), as amended (the "Registration Statement"). Item 2. Exhibits. The information required by this item is incorporated by reference to the Exhibits to the Registration Statement. 2 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. Date: October 1, 1996. DATA TRANSMISSION NETWORK CORPORATION By: /s/ Brian L. Larson ---------------------------- Brian L. Larson, Vice President, Chief Financial Officer, Secretary and Treasurer 3