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As filed with the Securities and Exchange Commission on
July 18, 1996
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
TV FILME, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 98-0160214
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
c/o ITSA--Intercontinental Telecomunicacoes Ltda.
SCS, Quadra 07-Bl. A, Ed. Executive Tower,
Sala 601, 70.300-901 Brasilia-DF, Brazil N/A
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(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
to be registered which each class is to be registered
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None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Incorporated by reference herein is the section entitled "Description of
Capital Stock," contained in the Registrant's Registration Statement (File No.
333-4512) on Form S-1 filed on May 3, 1996, as amended (the "Form S-1").
ITEM 2. EXHIBITS
The following exhibits are filed as a part of this Registration
Statement on Form 8-A:
Exhibit
No. Description
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1.1 Specimen of Certificate of the Registrant's common stock, $.01 par
value, incorporated by reference to Exhibit 4 of the Form S-1.
2.1 Certificate of Incorporation of the Registrant, incorporated by
reference to Exhibit 3.1 of the Form S-1.
2.2 By-Laws of the Registrant, incorporated by reference to Exhibit 3.2 of
the Form S-1.
3.1 Form of Registration Rights Agreement to be entered into by and among
Warburg, Pincus Investors, L.P., Tevecap S.A., Maria Nise Studart Lins
de Albuquerque, Hermano Studart Lins de Albuquerque, Carlos Andre
Studart Lins de Albuquerque, Maria Veronica Studart Lins de
Albuquerque, Joseph Wallach, Donald Deely Pearson and the Registrant,
incorporated by reference to Exhibit 10.3 of the Form S-1.
3.2 Form of Lock-up Agreement to be entered into between the Registrant
and certain stockholders of the Registrant, incorporated by reference
to Exhibit 1.1 of the Form S-1.
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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.
TV FILME, INC.
By: /s/ Douglas M. Karp
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Name: Douglas M. Karp
Title: Chairman of the Board
Dated: July 18, 1996
