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 47-0669375 (State of incorporation (IRS Employer or organization) 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 securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.[ ] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.[x] Securities to be registered pursuant to Section 12(g) of the Act: Preferred Stock Purchase Rights ------------------------------- (Title of class) 1 Item 1. Description of Registrant's Securities to be Registered. On August 29, 1997, the Board of Directors of Data Transmission Network Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.001 per share, of the Company. The dividend was payable on September 2, 1997 to the stockholders of record on that date. Each Right entitled the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $.50 per share, of the Company at a price of $150.00 per one-thousandth of a share of such Preferred Stock, upon the happening of certain events. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and First National Bank of Omaha, as Rights Agent, dated as of August 29, 1997, as previously amended by the First Amendment to Rights Agreement dated as of March 4, 1999, and as further amended by the Second Amendment to Rights Agreement dated as of March 24, 1999 (the "Second Amendment"). The Second Amendment amended the Rights Agreement to provide for the Rights to expire on March 24, 1999, by changing the Final Expiration Date to March 24, 1999. Accordingly, the Rights are no longer exercisable. Except as modified by the Second Amendment as provided above, the information required by this item is incorporated by reference to the Registration Statement on Form 8-A/A filed with the Securities and Exchange Commission on March 12, 1999. Item 2. Exhibits. 1. Rights Agreement, dated as of August 29, 1997, between Data Transmission Network Corporation and First National Bank of Omaha, as Rights Agent, which includes the Form of Certificate of Designation of Series A Junior Participating Preferred Stock as Exhibit A, the Form of Right Certificate as Exhibit B, and the Summary of Rights to Purchase Shares of Preferred Stock as Exhibit C. 2. Press release of Data Transmission Network Corporation dated August 29, 1997. 3. First Amendment to Rights Agreement dated as of March 4, 1999, between Data Transmission Network Corporation and First National Bank of Omaha, as Rights Agent. 4. Press release of Data Transmission Network Corporation dated March 4, 1999. 5. Second Amendment to Rights Agreement dated as of March 24, 1999, between Data Transmission Network Corporation and First National Bank of Omaha, as Rights Agent. 2 Signature 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: April 2, 1999. DATA TRANSMISSION NETWORK CORPORATION By: /s/ Brian L. Larson ---------------------------- Brian L. Larson, Vice President, Chief Financial Officer and Secretary 3 EXHIBIT INDEX Page Number In Sequential Exhibit Numbering No. System ------- -------------- 1 Rights Agreement, dated as of August * 29, 1997, between Data Transmission Network Corporation and First National Bank of Omaha, as Rights Agent, which includes the Form of Certificate of Designation of Series A Junior Participating Preferred Stock as Exhibit A, the Form of Right Certificate as Exhibit B, and the Summary of Rights to Purchase Shares of Preferred Stock as Exhibit C. 2 Press release of Data Transmission * Network Corporation dated August 29,1997. 3 First Amendment to Rights Agreement ** dated as of March 4, 1999, between Data Transmission Network Corporation and First National Bank of Omaha, as Rights Agent. 4 Press release of Data Transmission Net- ** work Corporation dated March 4, 1999. 5 Second Amendment to Rights Agreement 5 dated as of March 24, 1999, between Data Transmission Network Corporation and First National Bank of Omaha, as Rights Agent. * Incorporated by reference to the exhibits to the original Registration Statement on Form 8-A filed with the Securities and Exchange Commission on August 29, 1997. ** Incorporated by reference to the exhibits to the Registration Statement on Form 8-A/A filed with the Securities and Exchange Commission on March 12, 1999. 4