-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rk+6Z/OJxRgdae//4E6KlgWRfB2QzzelPN2EvLVJoJW46hBo4UiFQuWUGy4kAxxd YNGv0BFQCen0EP/dpqgq7g== 0000950133-96-000751.txt : 19960525 0000950133-96-000751.hdr.sgml : 19960525 ACCESSION NUMBER: 0000950133-96-000751 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960524 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCLEOD INC CENTRAL INDEX KEY: 0000919943 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 584214072 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-20763 FILM NUMBER: 96572490 BUSINESS ADDRESS: STREET 1: TOWN CENTRE STREET 2: 221 THIRD AVENUE S E SUITE 500 CITY: CEDAR RAPIDS STATE: IA ZIP: 52401-1522 BUSINESS PHONE: 319-398-7000 MAIL ADDRESS: STREET 1: TOWNE CENTRE STREET 2: 221 THIRD AVENUE SE SUITE 500 CITY: CEDAR RAPIDS STATE: IA ZIP: 52401-1522 8-A12G 1 FORM 8-A OF MCLEOD, INC. 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 (g) OF THE SECURITIES EXCHANGE ACT OF 1934 McLeod, Inc. ----------------------------------------- (Exact name of registrant as specified in its charter) Delaware 58-421407240 - ------------------------------- ------------------------ (State of incorporation (I.R.S. Employer or organization) Identification No.) 221 Third Avenue SE, Suite 500, Cedar Rapids, IA 52401 ------------------------------------------------------------- (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 ------------------- ------------------------------ None Securities to be registered pursuant to Section 12(g) of the Act: CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE 2 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Class A Common Stock A description of the Registrant's Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), will be set forth under the caption "Description of Capital Stock" in the form of prospectus to be filed by the Registrant with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and such prospectus shall be deemed to be incorporated by reference herein. - 2 - 3 ITEM 2. EXHIBITS. The following documents are being filed as exhibits to this registration statement.
Exhibit Number Description -------------- ----------- 1 Form of Class A Common Stock certificate. 2 Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 of the Registrant's Registration Statement on Form S-1, as amended (File No. 333-3112), originally filed with the Securities and Exchange Commission on April 2, 1996 (as amended, the "Form S-1")). 3 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the Form S-1). 4 Form of Investor Agreement dated as of April 1, 1996 among McLeod Inc., IES Investments Inc., Midwest Capital Group Inc., MWR Investments Inc., Clark and Mary McLeod, and certain other stockholders (incorporated by reference to Exhibit 4.8 of the Form S-1).
- 3 - 4 SIGNATURES 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. MCLEOD, INC. Date: May 24, 1996 By: /s/ Clark E. McLeod -------------------------------------- Clark E. McLeod Chairman and Chief Executive Officer - 4 - 5 EXHIBIT INDEX
Exhibit No. Description Page - --------------- ----------- ---- 1 Form of Class A Common Stock Certificate 1 2 Amended and Restated Certificate of Incorporation (*) 3 Amended and Restated Bylaws of the Registrant (**) 4 Form of Investor Agreement dated as of April 1, 1996 (***) among McLeod Inc., IES Investments Inc., Midwest Capital Group Inc., MWR Investments Inc., Clark and Mary McLeod, and certain other stockholders.
(*) Incorporated by reference to Exhibit 3.1 of the Form S-1. (**) Incorporated by reference to Exhibit 3.2 of the Form S-1. (***) Incorporated by reference to Exhibit 4.8 of Form S-1. - 5 - EX-1 2 FORM OF CLASS A COMMON STOCK CERTIFICATE 1 EXHIBIT 1 CLASS A COMMON STOCK CLASS A COMMON STOCK NUMBER SHARES ------------------- ------------------- A ------------------- ------------------- INCORPORATED UNDER THE LAWS OF SEE REVERSE FOR THE STATE OF DELAWARE CERTAIN DEFINITIONS CUSIP 582266 10 2 [MCLEOD, INC. LOGO] ------------------------------------------ ------------------------------------------ FULLY PAID AND NON-ASSESSABLE SHARES OF THE CLASS A COMMON STOCK, PAR VALUE OF $.01 PER SHARE OF - ---------------------------------MCLEOD, INC.----------------------------------- (HEREINAFTER THE "CORPORATION") TRANSFERABLE ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERTY ENDORSED. THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE ISSUED AND SHALL BE HELD SUBJECT TO ALL OF THE PROVISIONS OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE CORPORATION AND ALL AMENDMENTS THERETO, COPIES OF WHICH ARE ON FILE WITH THE TRANSFER AGENT TO ALL OF WHICH THE HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF ASSENTS. THIS CERTIFICATE IS NOT VALID UNLESS COUNTERSIGNED AND REGISTERED BY THE TRANSFER AGENT AND REGISTRAR. WITNESS THE FACSIMILE SIGNATURES OF THE DULY AUTHORIZED OFFICERS OF THE CORPORATION. DATED: /s/ CASEY D. MAHON /s/ CLARK E. McLEOD SECRETARY CHAIRMAN AND CHIEF EXECUTIVE OFFICER Countersigned and Registered: NORWEST BANK OF MINNESOTA, N.A. (St. Paul, Minnesota) Transfer Agent and Registrar BY Authorized Signature 2 MCLEOD, INC. THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK. IN ADDITION, THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO REDEMPTION BY THE CORPORATION IN CERTAIN LIMITED CIRCUMSTANCES. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A STATEMENT OF THE TERMS AND CONDITIONS OF SUCH REDEMPTION PROVISIONS AND THE POWER, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST SHOULD BE ADDRESSED TO THE SECRETARY OF THE CORPORATION. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM- as tenants in common UNIF GIFT MIN ACT._________Custodian_______ TEN ENT- as tenants by the entireties (Cust) (Minor) JT TEN- as joint tenants with right of survivorship and not as tenants in common under Uniform Gifts to Minors Act__________________________ (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, ________________ hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - ------------------------------------------- - ------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Shares - ------------------------------------------------------------------------- of the capital stock represented by this Certificate, and does hereby irrevocably constitute and appoint Attorney - ----------------------------------------------------------------------- to transfer the said stock on the books of the Corporation with full power of substitution in the premises. Dated_________________________ X ------------------------------------------------ X ------------------------------------------------ NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURE(S) GUARANTEED: By - ------------------------------------------------------------------------------- THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. -----END PRIVACY-ENHANCED MESSAGE-----