SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ALAMOSA HOLDINGS, INC. ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 75-2890997 --------- ----------- (State of Incorporation or Organization) (IRS Employer Identification No.) 5225 S. Loop 289, Lubbock, Texas 79424 ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) If this form relates to the registration If this form relates to the regis- of a class of securities pursuant to tration of a class of securities Section 12(b) of the Exchange Act pursuant to Section 12(g) of the and is effective pursuant to General Exchange Act and is effective Instruction A.(c), please check the pursuant to General Instruction following A.(d), please check the following box.|X| box. |_| Securities Act registration statement file number to which this form relates: N/A ------------- (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 --------------------------------------- ------------------------------ Common Stock, par value $.01 per share New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None ---- Item 1. Description of Securities To Be Registered. For a description of the Registrant's Common Stock to be registered, reference is made to the section entitled "Description of Capital Stock" included in the Registrant's prospectus filed pursuant to Rule 424(b)(1) on November 7, 2001, which prospectus is hereby incorporated herein by reference. Item 2. Exhibits. Exhibit Description 1.1 Amended and Restated Certificate of Incorporation of the registrant, filed as Exhibit 1.1 to the Registration Statement on Form 8-A, dated February 14, 2001 (SEC File No. 000-32357) of Alamosa Holdings, Inc., which exhibit is incorporated herein by reference. 1.2 Amended and Restated Bylaws of the registrant, filed as Exhibit 1.2 to the Registration Statement on Form 8-A, dated February 14, 2001 (SEC File No. 000-32357) of Alamosa Holdings, Inc., which exhibit is incorporated herein by reference. 1.3 Specimen Common Stock Certificate, filed as Exhibit 1.3 to the Registration Statement on Form 8-A, dated February 14, 2001 (SEC File No. 000-32357) of Alamosa Holdings, Inc., which exhibit is incorporated herein by reference. 1.4 Rights Agreement, dated as of February 14, 2001, by and between Alamosa Holdings, Inc. and Mellon Investors Services LLC, as Rights Agent, including the form of Certificate of Designation, Preferences and Rights of Series A Preferred Stock attached as Exhibit A thereto and the form of Rights Certificate attached as Exhibit B thereto, filed as Exhibit 1.4 to the Registration Statement on Form 8-A, dated February 14, 2001 (Registration No. 000-32357) of Alamosa Holdings, Inc., which exhibit is incorporated herein by reference. 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, thereunto duly authorized. Dated: November 27, 2001 ALAMOSA HOLDINGS, INC. By: /s/ Kendall W. Cowan -------------------------------------------------- Name: Kendall W. Cowan Title: Chief Financial Officer and Secretary