-----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, LSUI9HIxs+gJ+lXYq1fmxK5q9lpLC8gKp9fKphHsHeKKwbNTORELVKx6tzjTy+G8 79wzGuzLIG7npk4p3OrEdg== 0000914039-99-000360.txt : 19990810 0000914039-99-000360.hdr.sgml : 19990810 ACCESSION NUMBER: 0000914039-99-000360 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHARED TECHNOLOGIES CELLULAR INC CENTRAL INDEX KEY: 0000933583 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 061386411 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: SEC FILE NUMBER: 001-13558 FILM NUMBER: 99680842 BUSINESS ADDRESS: STREET 1: 100 GREAT MEADOW RD STREET 2: SUITE 102 CITY: WETHERSFIELD STATE: CT ZIP: 06109 BUSINESS PHONE: 8602582500 MAIL ADDRESS: STREET 1: C/O SHARED TECHNOLOGIES CELLULAR INC STREET 2: 100 GREAT MEADOW ROAD SUITE 102 CITY: WETHERSFIELD STATE: CT ZIP: 06109 8-A12G/A 1 8-A12G/A 1 FORM 8-A/A AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SHARED TECHNOLOGIES CELLULAR, INC. (Exact name of registrant as specified in its charter) DELAWARE 06-1386411 (State of incorporation (IRS Employer Identification No.) or organization) 100 GREAT MEADOW ROAD, WETHERSFIELD, CONNECTICUT 06109 (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 Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value per share (Title of class) 2 -2- Item 1. Description of Registrant's Securities to be Registered. The Registrant is filing this amendment in connection with its application to list its Common Stock, par value $0.01 per share (the "Common Stock") on the Nasdaq National Market System under the symbol "STCL." The Common Stock is currently listed on the Nasdaq SmallCap Market and was previously listed on the Boston Stock Exchange. Reference is made to the caption "Description of Securities" in the Registrant's Prospectus filed with the Securities and Exchange Commission on December 9, 1994, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which relates to the Registrant's Registration Statement on Form SB-2 (No. 33-87242), and shall be deemed to be incorporated by reference into this Registration Statement on Form 8-A. Item 2. Exhibits. Listed below are all Exhibits filed as part of this Amendment. Exhibit No. Description ----------- ----------- 1 Amended and Restated Certificate of Incorporation of the Registrant. Incorporated by reference to Exhibit 3.1 of the Registrant's Registration Statement on Form SB-2 dated December 8, 1994. 2 Restated By-laws of the Registrant. Incorporated by reference to Exhibit 3.(ii) to the Registrant's Quarterly Report on Form 10-Q dated May 15, 1998. 3 Specimen of Common Stock Certificate of the Registrant. Incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form SB-2 filed with Amendment No. 3 to such Registration Statement dated January 27, 1995. 4 Equity Holders Agreement by and among International Capital Partners, Inc., Zeisiger Capital Group, LLC and Shared Technologies Fairchild Inc. dated August 19, 1996. Incorporated by Reference to Exhibit 4.3 to the Company's Form 8-K dated August 19, 1996 and filed September 15, 1996. 3 -3- SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized. SHARED TECHNOLOGIES CELLULAR, INC. Date: August 9, 1999 By VINCENT DIVINCENZO ------------------------------------------ Name: Vincent DiVincenzo Title: Senior Vice President, Chief Financial Officer and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----