SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 Voyager.net, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 38-3431501 --------------------------------------- ----------------------------------- (State of Incorporation or Organization) (I.R.S. Employer Identification no.) 4660 S. Hagadorn Road, Suite 320, East Lansing, MI 48823 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of securities registration of a class of securities pursuant to Section 12(b) of the pursuant to Section 12(g) of the Exchange Act and is effective Exchange Act and is effective pursuant to General Instruction pursuant to General Instruction A.(c), please check the following A.(d), please check the following box. [_] box. [X] Securities Act registration statement file number to which this form relates: 333-77917 ---------------- (If applicable) 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 - ------------------------------------- ------------------------------------- Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $.0001 per share - -------------------------------------------------------------------------------- (Title of class) INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. A description of the Common Stock of the Registrant is set forth in the information provided under "Description of Capital Stock" in the Prospectus contained in the Registration Statement on Form S-1 (the "Registration Statement"), filed under the Securities Act of 1933 with the Securities and Exchange Commission on May 6, 1999, File No. 333- 77917, as amended (including after the date hereof pursuant to Rule 424(b) under the Securities Act of 1933), which information is incorporated herein by reference. ITEM 2. EXHIBITS. (1) Specimen Certificate for Shares of Common Stock of the Registrant (incorporated by reference to Exhibit 4.1 to the Registration Statement). (2) Form of Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registration Statement). (3) Form of Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.3 to the Registration Statement). 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. VOYAGER.NET, INC. By: /s/ Dennis J. Stepaniak --------------------------------------- Dennis J. Stepaniak Chief Financial Officer Dated: July 9, 1999