SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
TELEGROUP, INC.
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(Exact name of registrant as specified in its charter)
Iowa 42-1344121
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(State of incorporation or organization) (IRS Employer Identification No.)
2098 Nutmeg Avenue, Fairfield, Iowa 52556
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(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
debt securities and is effective debt securities and is to
upon filing pursuant to General become effective simultaneously
Instruction A(c)(1), please check with the effectiveness of a
the following box. [ ] concurrent registration state-
ment 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 Exchange On Which
to be so Registered: Class Is to Be Registered:
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None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
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(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
This registration statement relates to the registration of common stock,
no par value (the "Common Stock"), of Telegroup, Inc. (the "Company"), to be
registered with the Securities and Exchange Commission (the "Commission")
pursuant to Section 12(b) under the Securities Exchange Act of 1934 and to be
listed on the Nasdaq National Market.
The description of the Common Stock to be registered hereunder is set
forth under the caption "Description of Capital Stock" in the Company's
registration statement on Form S-1, Registration No. 333- 25065 filed with the
Commission on April 11, 1997 (the "Registration Statement"), which
Registration Statement and description is incorporated herein by reference.
ITEM 2. EXHIBITS:
1. Restated Articles of Incorporation of the Company (incorporated
herein by reference to the Registration Statement).
2. Form of Second Restated Articles of Incorporation of the Company
(incorporated herein by reference to the Registration Statement).
3. By-laws of the Company (incorporated herein by reference to the
Registration Statement).
4. Form of Amended and Restated Bylaws of the Company (incorporated
herein by reference to the Registration Statement).
SIGNATURE
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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, thereunto duly authorized.
TELEGROUP, INC.
Dated: June 10, 1997 By: /s/ John P. Lass
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John P. Lass,
Chief Operating Officer