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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM 8-A
FOR THE REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
VDI MEDIA
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-4272619
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(State of incorporation (IRS Employer
or organization Identification Number)
6920 Sunset Boulevard, Hollywood, California 90028
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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 which
to be so registered each class is to be registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act.
Common Stock no par value
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the Common Stock, no par value, of VDI Media (the
"Company") to be registered hereunder is set forth under the caption
"Description of Capital Stock" in the Prospectus included within the
Registration Statement of the Company on Form S-1 filed on May 17, 1996 with
the Securities and Exchange Commission (Registration No. 333-4047), as
amended on December 31, 1996 (the "Registration Statement"), which description
is incorporated herein by reference.
ITEM 2. EXHIBITS
N0. EXHIBITS
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1.1 Amendment No. 1 to the Company's Registration Statement on Form S-1
filed with the Securities and Exchange Commission on December 31, 1996
("Amendment No. 1") (incorporated by reference).
4.1 Restated Articles of Incorporation of the Company filed on May 16,
1996 with the Secretary of State of the State of California
(incorporated by reference to Exhibit 3.1 to Amendment No. 1).
4.2 Bylaws of the Company dated May 1, 1990, as amended on May 15, 1996
(incorporated by reference to Exhibit 3.2 to Amendment No. 1).
5.1 Specimen Certificate for Common Stock (incorporated by reference to
Exhibit 4.1 to Amendment No. 1).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf of the undersigned, thereto duly
authorized.
Date: December 31, 1996
VDI MEDIA
By: /s/ R. LUKE STEFANKO
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R. Luke Stefanko
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION PAGE
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1.1 Amendment No. 1 to the Company's Registration
Statement on Form S-1 filed with the Securities
and Exchange Commission on December 31, 1996
("Amendment No. 1") (incorporated by reference).
4.1 Restated Articles of Incorporation of the Company
filed on May 16, 1996 with the Secretary of State
of the State of California (incorporated by
reference to Exhibit 3.1 to Amendment No. 1).
4.2 Bylaws of the Company dated May 1, 1990, as amended
on May 15, 1996 (incorporated by reference to
Exhibit 3.2 to Amendment No. 1).
5.1 Specimen Certificate for Common Stock (incorporated by
reference to Exhibit 4.1 to Amendment No. 1).
4
