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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
NETWORK PLUS CORP.
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(Exact name of registrant as specified in its charter)
Delaware 04-3430576
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
234 Copeland Street
Quincy, Massachusetts 02167
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(Address of principal executive offices) (Zip Code)
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), please 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), please check the following box. [x]
Securities Act registration statement file number to which this form relates:
333-32042
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(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
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Securities to be registered pursuant to Section 12(g) of the Act:
Depository Shares each representing 1/10 of a share of 7 1/2% Series A
Cumulative Convertible Preferred Stock (liquidation preference $50 per share)
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(Title of Class)
7 1/2% Series A Cumulative Convertible Preferred Stock, $0.01 par value
per share (liquidation preference $500 per share)
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(Title of Class)
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Item 1: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description under the heading "Description of Depositary Shares"
relating to the Registrant's Depositary Shares in the Prospectus (the
"Prospectus") filed by the Registrant with the Securities and Exchange
Commission pursuant to Rule 424(b)(4) under the Securities Act of 1933, as
amended, relating to the Registrant's Registration Statement on Form S-3 (File
No. 333-32042) is incorporated herein by reference.
The description under the heading "Description of 7 1/2% Convertible
Preferred Stock" relating to the Registrant's 7 1/2% Series A Cumulative
Convertible Preferred Stock in the Prospectus is incorporated herein by
reference.
Item 2: EXHIBITS.
The following exhibits are filed herewith (or incorporated by reference as
indicated below):
1. Amended and Restated Certificate of Incorporation of the Registrant,
as amended, incorporated by reference to Exhibit 3.5 to the
Registrant's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission (the "Registration Statement on
Form S-l") (File No. 333-79479).
2. Amended and Restated Bylaws of the Registrant, incorporated by
reference to Exhibit 3.6 to the Registration Statement on Form S-1.
3. Certificate of Designation for 7 1/2% Series A Cumulative Convertible
Preferred Stock (filed herewith as Exhibit 4.3).
4. Deposit Agreement for Depositary Shares representing 7 1/2% Series A
Cumulative Convertible Preferred Stock, among the Registrant, American
Stock Transfer & Trust Company, as Depositary, and the Holders from
time to time of the Depositary Shares, dated as of April 6, 2000
(filed herewith as Exhibit 4.4).
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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.
Network Plus Corp.
Date: April 13, 2000 By: /s/ James J. Crowley
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James J. Crowley
Executive Vice President,
Chief Operating Officer and Secretary