<PAGE>
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.)
888 Seventh Avenue - 40th Floor
New York, New York 10019
(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(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
--------------------------------------- --------------------------------
Common Stock, $.01 par value per share Boston Stock Exchange
Warrants Boston Stock Exchange
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
The description of the Common Stock and Warrants set forth
under "Description of Capital Stock" contained in the Company's definitive
prospectus (File No. 333-11287) filed with the Securities and Exchange
Commission on December 5, 1996 pursuant to Rule 424(b) promulgated under the
Securities Act of 1933, as amended, 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 Amendment No. 1 of 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. 2 of the Registration Statement of 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: March 11, 1997 By: /s/ Kraig G. Fox
----------------------
Kraig G. Fox
Secretary