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
The Marquee Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3878295
(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Authorization) Identification No.)
150 East 58th Street, 19th Floor
New York, New York 10155
(Address of principal executive offices)
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
Instruction A(c)(2) please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
- -------------------------------------- ----------------------------------
<S> <C>
Units, each consisting of one share of
Common Stock, par value $.01 and one
Warrant Nasdaq SmallCap Market
Common Stock, $.01 par value per share Nasdaq SmallCap Market
Warrants Nasdaq SmallCap Market
</TABLE>
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
The description of the Units, Common Stock and Warrants set
forth under "Description of Capital Stock" contained in the prospectus included
in The Marquee Group Inc.'s Registration Statement on Form SB-2 (File No.
333-11287) filed with the Securities and Exchange Commission on September 3,
1996, as amended by Amendment No. 1 thereto, is hereby incorporated herein by
reference.
Item 2. Exhibits.
1. Amended and Restated Certificate of Incorporation of the Registrant (filed
as Exhibit 3.1 to the Registration Statement on Form SB-2
(File No. 333-11287) and incorporated herein by referenced).
2. Amended and Restated By-laws of the Registrant (filed as Exhibit 3.2 to the
Registration Statement on Form SB-2 (File No. 333-11287) and incorporated
herein by reference).
3. Form of Revised Warrant Agreement (filed as Exhibit 4.1 to Amendment No. 1
to the Registration Statement on Form SB-2 (File No. 333-11287) and
incorporated herein by reference).
<PAGE>
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.
THE MARQUEE GROUP, INC.
Date: November 7, 1996 By: /s/ Kraig G. Fox
----------------------------
Kraig G. Fox
Secretary
