As filed with the Securities and Exchange Commission on November 16, 2004
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
USA MOBILITY, INC.
| DELAWARE | 16-1694797 | |
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| (State of incorporation or organization) | (I.R.S. Employer | |
| Identification No.) | ||
| 6677 Richmond Highway, Alexandria, Virginia | 22306 | |
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| (Address of principal executive offices) | (Zip Code) |
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.(c), please check the following box. þ
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), please check the following box. o
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be registered |
Name of each exchange on
which each class is to be registered |
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| Common Stock, par value $.0001 | NASDAQ National Market | |
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Securities to be registered pursuant to Section 12(g) of the Act: N/A
Item 1. Description of Registrant’s Securities to be Registered
This registration statement registers under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the common stock, par value $0.0001 per share, of USA Mobility, Inc. on the NASDAQ National Market. The shares are currently registered under Section 12(g) of the Exchange Act pursuant to Rule 12g-3(d) of the Exchange Act.
Incorporated by reference herein is the section entitled “Description of
USA Mobility Capital Stock,” contained in the Registrant’s Registration
Statement (File No. 333-115769) on Form S-4 filed on October 6, 2004, as
amended (the “Form S-4”).
Item 2. Exhibits
The following exhibits are filed as a part of this Registration Statement
on Form 8-A:
No.
Amended and Restated Certificate of Incorporation
of the Registrant (incorporated by
reference to Annex C of the Form S-4)
Amended and Restated By-Laws of the Registrant
(incorporated by reference
to Annex C of the Form S-4)
Specimen of Certificate of the Registrant’s
common stock, $.0001 par
value (incorporated by reference to Exhibit 4.1
of the Form S-4)
SIGNATURE
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.
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USA MOBILITY,
INC.
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By: /s/ Vincent D. Kelly
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Name:
Vincent D. Kelly
Title: Chief Executive Officer and President |
Dated: November 17, 2004
INDEX TO EXHIBITS
No.
Amended and Restated Certificate of Incorporation
of the Registrant (incorporated by reference to Annex C of the Form S-4)
Amended and Restated By-Laws of the Registrant
(incorporated by reference to Annex C of the Form S-4)
Specimen of Certificate of the Registrant’s
common stock, $.0001 par value (incorporated by reference to Exhibit 4.1
of the Form S-4)