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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
PATHNET TELECOMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-2201331
(State of incorporation (IRS Employer
or organization) Identification No.)
1015 31ST STREET, N.W., WASHINGTON, DC 20007
(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
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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 Act registration statement file number to which this form relates:
333-91469
Securities to be registered pursuant to Section 12(g) of the Act:
SENIOR GUARANTEES OF PATHNET, INC. 12 1/4% SENIOR NOTES DUE 2008
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The Registrant hereby incorporates by reference the section entitled
"Description of the Guarantees" of the Prospectus, contained in the Registrant's
Registration Statement on Form S-1 (File No. 333-91469) filed on November 22,
1999, as amended.
ITEM 2. EXHIBITS
The following exhibits are incorporated herein by reference:
Exhibit
Number Description
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1. Form of Supplemental Indenture is incorporated herein by
reference to Exhibit 4.3 to the Registrant's Registration
Statement on Form S-1 (No. 333-91469).
2. Form of Guarantee is contained within Exhibit 4.3 to the
Registrant's Registration Statement on Form S-1 (No.
333-91469).
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.
PATHNET TELECOMMUNICATIONS, INC.
(Registrant)
By: /s/ Mary McDermott
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Name: Mary McDermott
Title: Senior Vice President, General
Counsel and Secretary
Dated: March 30, 2000
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