1
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
OPTEL, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as Specified in its Charter)
Delaware 95-4495524
- ---------------------------------------- ------------------------------------
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1111 W. Mockingbird Lane
Dallas, Texas 75247
- ------------------------------------------------- -----------------------
(Address of principal executive offices) (zip code)
If this Form relates to the registration of a If this Form relates to the registration of a
class of debt securities and is effective upon class of debt securities and is to become
filing pursuant to General Instruction A(c)(1) effective simultaneously with the
please check 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
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock
- --------------------------------------------------------------------------------
(Title of class)
2
Item 1. Description of Registrant's Securities to be Registered.
This registration statement relates to the Class A common
stock, par value $.01 per share, of OpTel, Inc. (the "Registrant"). Reference is
made to the information set forth under the caption "Description of Capital
Stock" on page 81 of the Preliminary Prospectus dated April 21, 1999 (subject to
completion), filed as part of the Registrant's Registration Statement No.
333-56231 on Form S-1 under the Securities Act of 1933, as amended, which
information is incorporated herein by reference.
Item 2. Exhibits.
A. Form of Amended and Restated Certificate of Incorporation of Registrant
(to be effective upon consummation of the public offering), together
with all amendments thereto, filed as exhibit 3.1 to Amendment No. 7 to
Registrant's registration statement on Form S-1 filed on May 19, 1999,
and incorporated herein by reference.
B. Form of Amended and Restated Bylaws of Registrant (to be effective upon
consummation of the public offering), together with all amendments
thereto, filed as exhibit 3.2 to Amendment No. 7 to Registrant's
registration statement on Form S-1 filed on May 19, 1999, and
incorporated herein by reference.
C. Form of Common Stock Certificate, filed as an exhibit 4.8 to Amendment
No. 7 to Registrant's registration statement on Form S-1 filed on May
19, 1999, and incorporated herein by reference.
D. Certificate of Designation of Voting Power, Designations, Preferences,
Limitations, Restrictions and Relative Rights of the Series A
Preferred, filed as an exhibit to Registrant's registration statement
on Form S-1 filed on June 5, 1998, and incorporated herein by
reference.
E. Certificate of Designation of Voting Power, Designations, Preferences,
Limitations, Restrictions and Relative Rights of the Series B
Preferred, filed as an exhibit to Registrant's registration statement
on Form S-1 filed on June 5, 1998, and incorporated herein by
reference.
F. Stockholders' Agreement dated as of August 15, 1997 by and among VPC
Corporation, Le Groupe Videotron Ltee, Capital Communications CDPQ Inc.
and Registrant, filed as an exhibit to Registrant's 10K/A filed for
fiscal year ended August 31, 1997, and incorporated herein by
reference.
G. Stockholders' Agreement dated as of April 9, 1998 among Registrant,
Nomura Holding America Inc., MCI Telecommunications Corporation, VPC
Corporation, Le Groupe Videotron Ltee and Interactive Cable Systems,
Inc., filed as an exhibit to Registrant's registration statement on
Form S-1 filed on June 5, 1998, and incorporated herein by reference.
2
3
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.
OPTEL, INC.
Date: May 18, 1999 By: /s/ BERTRAND BLANCHETTE
--------------------------
Bertrand Blanchette
Chief Financial Officer