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UNITED STATES
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
FILM ROMAN, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4585357
(State of incorporation or organization) (I.R.S. Employer Identification No.)
12020 Chandler Boulevard, Suite 200 91607
North Hollywood, California (Zip Code)
(Address of principal executive offices)
Securities to be Registered Pursuant to
Section 12(b) of the Act:
Title of each class to Name of each exchange on which
be so registered each class is to be registered
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Common Stock, $.01 par value Nasdaq National Market
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
Instructions A.(c)(2), please check the following box [ ]
Securities to be Registered Pursuant to
Section 12(g) of the Act:
None.
(Title of each class to be registered)
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ITEM 1. Description of Registrant's Securities to be Registered.
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A description of the Common Stock to be registered hereunder is
contained in the section entitled "Description of Capital Stock--Common Stock"
at page 48 of the Preliminary Prospectus included in the Registrant's
Registration Statement on Form S-1, (Registration No. 333-03987) filed with the
Securities and Exchange Commission (the "Commission") on May 17, 1996, as
amended by Amendment No. 1 thereto filed with the Commission on July 12, 1996,
and is incorporated herein by reference.
ITEM 2. Exhibits.
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Exhibit
Number Description
- - ------ -----------
1.1 Specimen certificate for Registrant's Common Stock. (Filed as Exhibit
4.1 to Registrant's Registration Statement on Form S-1 (Registration
No. 333-03987) and incorporated herein by reference.)
2.1 Certificate of Incorporation of the Registrant. (Filed as Exhibit 3.1
to Registrant's Registration Statement on Form S-1 (Registration No.
333-03987) and incorporated herein by reference.)
2.2 Bylaws of the Registrant. (Filed as Exhibit 3.2 to Registrant's
Registration Statement on Form S-1 (Registration No. 333-03987) and
incorporated herein by reference.)
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SIGNATURE
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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.
DATE: July 12, 1996 FILM ROMAN, INC.
By: /s/ Phil Roman
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Phil Roman
President,
Chief Executive
Officer and Director
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