UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------------- PANAMSAT CORPORATION -------------------- (Exact name of registrant as specified in charter) Delaware 06-1407851 - ---------------------------------------- ------------------------------------ (State of incorporation or organization) (I.R.S. Employer Identification No.) One Pickwick Plaza Greenwich, Connecticut 06830 - ---------------------- ----- (Address of principal executive offices) (Zip Code) -------------------- If this form relates to the registration If this form relates to the of a class of debt securities and is registration of a class of debt effective upon filing pursuant to securities and is to become General Instruction A(c)(1) please check effective simultaneously with the the following box. / / 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 which to be so registered each class is to be registered - ------------------- ------------------------------ NONE NONE - ------------------- ------------------------------ -------------------- Securities to be registered pursuant to Section 12(g) of the Act: Preferred Stock, $0.01 par value Title of Class INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. The information required by this item is incorporated by reference to Amendment No. 5 to Registration Statement of the Registrant (Registration No.33-84836), filed with the Securities and Exchange Commission on April 13, 1995. Item 2. Exhibits. 3.1 Amended and Restated Certificate of Incorporation of the Registrant.* 4.1 Form of Certificate of Designation of the 12-3/4% Mandatorily Exchangeable Senior Redeemable Preferred Stock.** 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, thereunder duly authorized. PANAMSAT CORPORATION Date: March 24, 1997 By: /s/ Frederick A. Landman ------------------------ Name: Frederick A. Landman Title: President and Chief Executive Officer - --------------- * Filed with the Securities and Exchange Commission as an Exhibit to the Registrant's Form 10-Q dated May 3, 1996 and incorporated herein by reference. ** Filed with the Securities and Exchange Commission as an Exhibit to Amendment No. 5 to Registration Statement No. 33-84836 on April 13, 1995 and incorporated herein by reference.