-----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, L2eX3OXzZGx9mxhP82TQKAnYXyILSrEBwvKf5RadBu5WtSTX7Dz8e0R+ycr/Tsa8 xCOVXrPdq/pB/cziHVdaxw== 0001094891-01-000001.txt : 20010122 0001094891-01-000001.hdr.sgml : 20010122 ACCESSION NUMBER: 0001094891-01-000001 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WINSTAR COMMUNICATIONS INC CENTRAL INDEX KEY: 0000868797 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 133585278 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: SEC FILE NUMBER: 001-10726 FILM NUMBER: 1500277 BUSINESS ADDRESS: STREET 1: 685 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125844000 FORMER COMPANY: FORMER CONFORMED NAME: ROBERN INDUSTRIES INC DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: ROBERN APPAREL INC DATE OF NAME CHANGE: 19600201 8-A12G/A 1 0001.txt AMENDMENT TO FORM 8-A12G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A AMENDMENT TO APPLICATION OR REPORT FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Winstar Communications, Inc. ---------------------------- (Exact name of registrant as specified in its charter) Delaware 13-3585278 -------- --------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) 685 Third Avenue, New York, New York 10017 - ------------------------------------ ------------- (Address of principal executive offices) (Zip Code) 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. [ ] 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.(d), 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), check the following box. [X] Securities Act registration statement file number to which this Form relates: ______________ (if applicable) Securities to be registered pursuant to Section 12(b) of the Act: Name of each exchange on which Title of each class to be so registered each class is to be registered - --------------------------------------- ------------------------------ None None Securities to be registered pursuant to Section 12(g) of the Act: Rights to Purchase Series B Preferred Stock (Title of Class) Item 1. Description of Registrants Securities to Be Registered. Effective December 6, 2000, the Board of Directors of Winstar Communications, Inc. (the "Company") approved a fourth amendment (the "Fourth Amendment") to the Rights Agreement dated as of July 2, 1997, as amended on June 3, 1999, July 15, 1999 and February 1, 2000 (as so amended, the "Rights Agreement"), by and between the Company and Continental Stock Transfer and Trust Company, as Rights Agent (the "Rights Agent"). The Rights issued under the Rights Agreement were previously registered with the Securities and Exchange Commission ("SEC") on Form 8-A on July 2, 1997. The Fourth Amendment was adopted to revise the definition of "Beneficial Owner" (and the correlative terms "beneficially own" and "Beneficial Ownership") to exclude therefrom (A) any shares of a class of Voting Stock (as defined in the Rights Agreement) represented by certain shares of the Company's Series G Senior Cumulative Participating Convertible Preferred Stock ("Series G Preferred Stock"), the Company's Series H Senior Cumulative Participating Convertible Preferred Stock ("Series H Preferred Stock") and Warrants, dated December 6, 2000, to purchase shares of the Company's Common Stock, and (B) any shares of a class of Voting Stock either issued or deemed issued by the Company in payment of dividends on, or as a result of the failure of the Company to pay cash dividends on, outstanding shares of such Series G Preferred Stock or Series H Preferred Stock pursuant to the terms of the instruments providing for the creation of the Series G Preferred Stock and the Series H Preferred Stock. A complete copy of the Fourth Amendment is attached hereto as Exhibit 4.5 and is incorporated herein by reference. A copy of the Rights Agreement, as previously amended, is incorporated herein by reference to Exhibit 4 to the Form 8-A filed with the SEC on July 2, 1997, to Exhibit 4.2 to the Form 8-A/A filed with the SEC on June 3, 1999, to Exhibit 4.3 to the Form 8-A/A filed with the SEC on July 16, 1999 and to Exhibit 4.4 to the Form 8-A/A filed with the SEC on February 11, 2000. Item 2. Exhibits. 4.1 Rights Agreement dated as of July 2, 1997 between the Company and the Rights Agent (incorporated by reference to Exhibit 4 to the Form 8-A filed on July 2, 1997) 4.2 Amendment to the Rights Agreement dated as of June 3, 1999 between the Company and the Rights Agent (incorporated by reference to Exhibit 4.2 to the Form 8-A/A filed on June 3, 1999) 4.3 Second Amendment to the Rights Agreement dated as of July 15, 1999 between the Company and the Rights Agent (incorporated by reference to Exhibit 4.3 to the Form 8- A/A filed on July 16, 1999) 4.4 Third Amendment to the Rights Agreement dated as of February 1, 2000 between the Company and the Rights Agent (incorporated by reference to Exhibit 4.4 to the Form 8- A/A filed on February 11, 2000) 4.5 Fourth Amendment to the Rights Agreement dated as of December 6, 2000 between the Company and the Rights Agent (filed herewith) 2 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. Dated: December 29, 2000 WINSTAR COMMUNICATIONS, INC. By: /s/ Kenneth J. Zinghini ------------------------------ Kenneth J. Zinghini Senior Vice President 3 EXHIBIT INDEX Exhibit No. Description - ------- ------------ 4.1 Rights Agreement dated as of July 2, 1997 between the Company and the Rights Agent (incorporated by reference to Exhibit 4 to the Form 8-A filed on July 2, 1997) 4.2 Amendment to the Rights Agreement dated as of June 3, 1999 between the Company and the Rights Agent (incorporated by reference to Exhibit 4.2 to the Form 8-A/A filed on June 3, 1999) 4.3 Second Amendment to the Rights Agreement dated as of July 15, 1999 between the Company and the Rights Agent (incorporated by reference to Exhibit 4.3 to the Form 8-A/A filed on July 16, 1999) 4.4 Third Amendment to the Rights Agreement dated as of February 1, 2000 between the Company and the Rights Agent (incorporated by reference to Exhibit 4.4 to the Form 8-A/A filed on February 11, 2000) 4.5 Fourth Amendment to the Rights Agreement dated as of December 6, 2000 between the Company and the Rights Agent (filed herewith) 4 EX-4.5 2 0002.txt FOURTH AMENDMENT TO THE RIGHTS AGREEMENT FOURTH AMENDMENT TO THE RIGHTS AGREEMENT THIS FOURTH AMENDMENT TO THE RIGHTS AGREEMENT, made and entered into as of this 6th day of December, 2000 (this "Fourth Amendment"), by and between WINSTAR COMMUNICATIONS, INC. (the "Company") and CONTINENTAL STOCK TRANSFER AND TRUST COMPANY, as Rights Agent (the "Rights Agent"), is being executed under the following circumstances: WHEREAS, the Company and the Rights Agent entered into a Rights Agreement, dated as of July 2, 1997, an Amendment to the Rights Agreement, dated as of June 3, 1999, a Second Amendment to the Rights Agreement, dated as of July 15, 1999, and a Third Amendment to the Rights Agreement, dated as of January 31, 2000 (as so amended, the "Rights Agreement"); WHEREAS, effective July 2, 1997 (the "Rights Dividend Declaration Date") the Board of Directors of the Company authorized and declared a distribution of one Right (each, a "Right") for each share of Common Stock, par value $.01 per share, of the Company (the "Company Common Stock") outstanding at the Close of Business (as defined in the Rights Agreement) on July 14, 1997 (the "Record Date"), and authorized the issuance of one right (as such number may be adjusted pursuant to the Rights Agreement) for each share of Company Common Stock issued between the Record Date (whether originally issued or delivered from the Company's treasury) and, except as otherwise provided in Section 22 of the Rights Agreement, the Distribution Date, each Right initially representing the right to purchase upon the terms and subject to the conditions set forth in the Rights Agreement one Unit (as defined in the Rights Agreement) of Series B Preferred Stock (as defined in the Rights Agreement); and WHEREAS, the Board of Directors of the Company, by resolutions duly adopted on December 1, 2000, authorized this Fourth Amendment to the Rights Agreement in accordance with Section 26 of the Rights Agreement. NOW THEREFORE, the Company and the Rights Agent hereby amend the Rights Agreement as follows, pursuant to Section 26 of the Rights Agreement: Section 1. Amendments to the Rights Agreement. (a) The following definitions shall be added to Section 1 of the Rights Agreement, in appropriate alphabetical order: ""December 2000 Warrants" shall mean the Warrants to purchase shares of Common Stock of the Company issued by the Company concurrently with the issuance of the Series H Preferred Stock." ""Series G Preferred Stock" shall mean the Company's Series G Senior Cumulative Participating Convertible Preferred Stock." ""Series H Preferred Stock" shall mean the Company's Series H Senior Cumulative Participating Convertible Preferred Stock." The definitions set forth in Section 1 of the Rights Agreement shall be appropriately renumbered to reflect the addition of the definitions for the December 2000 Warrants, the Series G Preferred Stock and the Series H Preferred Stock. (b) Clause (D) of the proviso set forth at the end of Section 1(e) of the Rights Agreement shall be deleted in its entirety and replaced with the following: "(D) either (x) any shares of a class of Voting Stock represented by shares of Series G Preferred Stock, Series H Preferred Stock or the December 2000 Warrants Beneficially Owned by such Person on December 6, 2000, to the extent, but only to the extent, that such Beneficial Ownership would, but for this clause (x), result in such Person being an Acquiring Person hereunder, provided that such Person does not after December 6, 2000 acquire in any manner whatsoever the Beneficial Ownership of any shares of a class of Voting Stock other than as provided by clause (y) immediately following hereafter, or (y) any shares of a class of Voting Stock either issued or deemed issued by the Company in payment of dividends on, or as a result of the failure of the Company to pay cash dividends on, outstanding shares of Series G Preferred Stock or Series H Preferred Stock pursuant to the terms of the instruments providing for the creation of the Series G Preferred Stock and the Series H Preferred Stock." Section 2. Full Force and Effect. The remainder of the Rights Agreement shall remain unchanged, and the Rights Agreement, as amended above, shall remain in full force and effect. Section 3. Governing Law. This Fourth Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware. Section 4. Counterparts. This Fourth Amendment may be executed in two or more counterparts and each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Fourth Amendment by telecopier shall be as effective as delivery of a manually executed counterpart of this Fourth Amendment. [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK] 2 IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be duly executed on their behalf as of the date first above written. WINSTAR COMMUNICATIONS, INC. By: /s/ Kenneth J. Zinghini ------------------------------ Name: Kenneth J. Zinghini Title: Senior Vice President CONTINENTAL STOCK TRANSFER & TRUST COMPANY By: /s/ Steven Nelson ------------------------------- Name: Steven Nelson Title: Chairman 3 -----END PRIVACY-ENHANCED MESSAGE-----