-----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, VatKD3uXI+8g48TktFpJI6B1zKZTdfEZZqsv9UQrFEhVLumxCjcfvXQrdoKkkkDY sEKtq2SxQRiwh7VXjTtTgQ== 0000895345-97-000128.txt : 19970425 0000895345-97-000128.hdr.sgml : 19970425 ACCESSION NUMBER: 0000895345-97-000128 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970424 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEXTLEVEL SYSTEMS INC CENTRAL INDEX KEY: 0001035881 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-12925 FILM NUMBER: 97586718 BUSINESS ADDRESS: STREET 1: 8770 WEST BRYN MAWR AVENUE CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 7136951000 MAIL ADDRESS: STREET 1: 8770 WEST BRYN MAWR AVENUE CITY: CHICAGO STATE: IL ZIP: 60631 8-A12B 1 As filed with the Securities and Exchange Commission on April 24, 1997 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 NEXTLEVEL SYSTEMS, INC. - ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 36-4134221 ------------------------------- ----------------------------- (State of incorporation or (I.R.S. Employer organization) Identification No.) 8770 West Bryn Mawr Avenue Suite 1300 Chicago, Illinois 60631 - --------------------------------- ----------------------------- (Address of principal executive (Zip Code) offices) Securities to be registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which each class is to to be so registered be registered ------------------- ------------- Common Stock, $.01 par value New York Stock Exchange per share - ---------------------------------------------------------------- If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A(c)(1), please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the 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(g) of the Act: None - ---------------------------------------------------------------- (Title of Class) Item 1. Description of Registrant's Securities to be Registered. -------------------------------------------- This registration statement relates to the common stock, par value $.01 per share (the "Common Stock"), of NextLevel Systems, Inc. (the "Registrant"). Reference is made to the information set forth under the caption "Description of NextLevel Systems Capital Stock" in the Proxy Statement - Prospectus constituting a part of the Registration Statement on Form S-4 filed by the Registrant and CommScope, Inc., a Delaware corporation, ("CommScope") with the Securities and Exchange Commission (the "Commission") on March 21, 1997 (Registration No. 333-23935), which information is incorporated herein by reference. Item 2. Exhibits.* -------- The securities described herein are to be registered on the New York Stock Exchange, on which no other securities of the Registrant are registered. Accordingly, except as otherwise indicated, the following exhibits required in accordance with Part II to the Instructions as to exhibits on Form 8-A will be duly filed with the New York Stock Exchange. 1. Registration Statement on Form S-4 filed by the Registrant and CommScope with the Commission on March 21, 1997 (Registration No. 333-23935) (the "Form S-4 Registration Statement"). 2. Form of Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Form S-4 Registration Statement). 3. Form of Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.3 to the Form S-4 Registration Statement). **4. Specimen Form of Registrant's Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Form S-4 Registration Statement). - -------------------- * The Registrant has not previously filed annual reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), registration statements pursuant to Section 12(b) or 12(g) of the Exchange Act, or proxy or information statements pursuant to Section 14 of the Exchange Act. The Registrant has not previously submitted an annual report to its stockholders. ** To be filed by amendment. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. Dated: April 24, 1997 NEXTLEVEL SYSTEMS, INC. By: /s/ Paul J. Berzenski ----------------------- Name: Paul J. Berzenski Title: Vice President and Controller EXHIBIT INDEX* ITEM NUMBER DESCRIPTION 1. Registration Statement on Form S-4 filed by the Registrant and CommScope with the Commission on March 21, 1997 (Registration No. 333-23935) (the "Form S-4 Registration Statement"). 2. Form of Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Form S-4 Registration Statement). 3. Form of Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.3 to the Form S-4 Registration Statement). **4. Specimen Form of Registrant's Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Form S-4 Registration Statement). - ---------------- * The Registrant has not previously filed annual reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), registration statements pursuant to Section 12(b) or 12(g) of the Exchange Act, or proxy or information statements pursuant to Section 14 of the Exchange Act. The Registrant has not previously submitted an annual report to its stockholders. ** To be filed by amendment. -----END PRIVACY-ENHANCED MESSAGE-----