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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A-1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PANAVISION INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-3593063
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(State of incorporation or (I.R.S. Employer
organization) Identification No.)
6219 De Soto Avenue
Woodland Hills, CA 91367
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(Address of principal (Zip Code)
executive offices)
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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Common Stock, par value New York Stock Exchange, Inc.
$.01 per share
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:
None
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(Title of class)
Page 1 of 4 Pages
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference is made to the information set forth under the caption
"Description of Capital Stock" contained in the prospectus included in
the Registrant's Registration Statement on Form S-1 (File No.
333-12235) as filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933 as amended (the
"Securities Act") on September 18, 1996, as amended by Amendment No. 1
to the Registration Statement filed on October 31, 1996 and Amendment
No. 2 to the Registration Statement filed on November 20, 1996 (as
amended, the "Registration Statement"), which is incorporated herein
by reference.
Item 2. EXHIBITS.
(a) No exhibits are being filed with the Commission:
(b) The following exhibits are to be filed with the New York Stock
Exchange, Inc. only:
1 Registration Statement of the Registrant
4.1 Form of Amended and Restated Articles of Incorporation of the
Registrant (to be adopted on or prior to completion of the public
offering of the shares registered under the Registration
Statement)
4.2 Form of Amended and Restated By-Laws of the Registrant (to be
adopted on or prior to completion of the public offering of the
shares registered under the Registration Statement)
5 Specimen copy of certificate of common stock, par value $.01 per
share, of the Registrant
Page 2 of 4 Pages
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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, thereto duly authorized.
PANAVISION INC.
Dated: November 20, 1996 By:/s/ William C. Scott
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Name: William C. Scott
Title: Chairman of the Board
and Chief Executive Officer
Page 3 of 4 Pages
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EXHIBIT INDEX
Exhibit
Number Description
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1 Registration Statement of
the Registrant
4.1 Amended and Restated Articles
of Incorporation of the Registrant
4.2 Amended and Restated By-Laws
of the Registrant
5 Specimen copy of the certificate of
common stock, par value $.01 per share,
of the Registrant
Page 4 of 4 Pages
