8-A12B 1 l93326ae8-a12b.txt ALLEN TELECOM 8-A12B 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 Allen Telecom Inc. ---------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 38-0290950 --------------------------------------- -------------------------------- (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 25101 Chagrin Boulevard, Suite 350, Cleveland, Ohio 44122 --------------------------------------------------- ------------------------- (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 securities securities pursuant to Section pursuant to Section 12(g) of the 12(b) of the Exchange Act and Exchange Act and is effective is effective pursuant to General Pursuant to General Instruction Instruction A.(c), please check A.(d), please check the following the following box. |X| box. |_| Securities Act registration statement file number to which this form relates: 333-82696 --------- (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 ------------------- ------------------------------ Series D 7.75% Convertible Preferred Stock New York Stock Exchange ---------------------------------------- ------------------------------------ Securities to be registered pursuant to Section 12(g) of the Act: -------------------------------------------------------------------------------- (Title of class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED See "Description of the Convertible Preferred Stock" in the Prospectus to be filed by the Registrant pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on or about March 15, 2002 and incorporated herein by reference and made a part hereof. ITEM 2. EXHIBITS Number Description ----- ----------- 3.1 Second Restated Certificate of Incorporation (filed as Exhibit 4(a) to Registration Statement on Form S-8, Registration Statement No. 333-51739, filed on May 4, 1998) and incorporated herein by reference and made a part hereof. 3.2 Form of Certificate of Designation for the Series D 7.75% Convertible Preferred Stock (filed as Exhibit 4.1 to the Registration Statement on Form S-3, Registration Statement No. 333-82696, filed on March 11, 2002) and incorporated herein by reference and made a part hereof. 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 in the city of Beachwood, State of Ohio, on March 18, 2002. ALLEN TELECOM INC. By: /s/ Laura C. Meagher ------------------------------------- Name: Laura C. Meagher Title: Secretary and General Counsel EXHIBIT INDEX Number Description ----- ----------- 3.1 Second Restated Certificate of Incorporation (filed as Exhibit 4(a) to Registration Statement on Form S-8, Registration Statement No. 333-51739, filed on May 4, 1998) and incorporated herein by reference and made a part hereof. 3.2 Form of Certificate of Designation for the Series D 7.75% Convertible Preferred Stock (filed as Exhibit 4.1 to the Registration Statement on Form S-3, Registration Statement No. 333-82696, filed on March 11, 2002) and incorporated herein by reference and made a part hereof.