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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 10, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO.1
TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ON COMMAND CORPORATION
(Exact name of registrant as specified in its charter)
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<CAPTION>
DELAWARE 4841 77-0435194
<S> <C> <C>
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>
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<TABLE>
<S> <C>
ARTHUR M. AARON, VICE PRESIDENT
BUSINESS AND LEGAL AFFAIRS
3301 OLCOTT STREET ASCENT ENTERTAINMENT GROUP, INC.
SANTA CLARA, CALIFORNIA 95054 ONE TABOR CENTER
(408) 496-1800 1200 SEVENTEENTH STREET, SUITE 2800
(Address, including Zip Code, and Telephone DENVER, COLORADO 80202
Number, including Area Code, of Registrant's (303) 626-7000
Principal Executive Offices) (Name, Address, including Zip Code, and Telephone
Number, including Area Code, of Agent for Service)
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Copy to:
ROGER H. KIMMEL
CHRISTINE FOURNIER
LATHAM & WATKINS
885 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 906-1200
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $0.01 par value
(Title of class)
Warrants to purchase Common Stock
(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On August 16, 1996, the registrant filed with the Securities and
Exchange Commission (the "Commission") a registration statement on form S-4
under Registration No. 333-10407 with respect to the Common Stock, $0.01 par
value (the "Common Stock"), and the Warrants to purchase Common Stock. The
securities to be registered pursuant to this Registration Statement on Form 8-A
are described in the registration statement referred to above, and such
description is incorporated by reference herein in response to the information
required by this Item. Such description incorporated by reference herein shall
be filed with copies of the application filed with Nasdaq National Market
("Nasdaq").
ITEM 2. EXHIBITS.
The following Exhibits are incorporated by reference in this
Registration Statement:
1. Copies of the Certificate of Incorporation of the Registrant *
2. Copies of the Bylaws of the Registrant *
3. Copies of the Warrant Agreement to be executed by and between the
Registrant and The Bank of New York, as warrant agent *
4. Copies of the Registration Rights Agreement to be executed by and
between the Registrant and the parties named therein *
5. Specimen of a share of Common Stock *
6. Specimen of a Warrant certificate *
* These Exhibits are incorporated by reference to the Exhibits
contained in the Registration Statement on Form S-4, as amended (File No.
333-10407).
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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.
ON COMMAND CORPORATION
By: /s/ Arthur M. Aaron
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Arthur M. Aaron
Vice President, Business and Legal Affairs
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