<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-A/A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
FOUR MEDIA COMPANY
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 95-4599440
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
2813 WEST ALAMEDA AVENUE
BURBANK, CA 91505-4455
(Address, including zip code, of Registrant's principal executive offices)
Securities to be Registered Pursuant to Section 12(b) of the Act:
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<CAPTION>
<S> <C>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
None None
</TABLE>
Securities to be Registered Pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
-------------------------------------------------------
The description of the common stock, par value $.01 per share (the "Common
Stock") of Four Media Company (the "Company") contained in Amendment No. 1 to
the Company's Registration Statement on Form S-1 (File No. 333-13721), filed
with the Securities and Exchange Commission ("SEC") on December 27, 1996, under
the heading "Description of Capital Stock" on page 51 of the Preliminary
Prospectus, subject to completion, is hereby incorporated by reference pursuant
to Rule 12b-23 of the Securities Exchange Act of 1934, as amended.
ITEM 2. EXHIBITS.
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<C> <S>
2.1 Certificate of Incorporation of the Company, filed as Exhibit 3.1 to
the Registration Statement on Form S-1 (File No. 333-13721), and
incorporated by reference herein.
2.2 Bylaws of the Company, filed as Exhibit 3.2 to the Registration
Statement on Form S-1 (File No. 333-13721), and incorporated by
reference herein.
3. Page 51 of the Preliminary Prospectus, subject to completion,
contained in Amendment No. 1 to the Registration Statement on Form S-1
(File No. 333-13721), under the heading "Description of Capital Stock"
and incorporated by reference herein.
4. Specimen Common Stock Certificate (filed herewith).
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Page 2 of 3
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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, thereunto duly authorized.
Date: January 31, 1997 Four Media Company
Registrant
By: /s/ Robert T. Walston
----------------------------------
Robert T. Walston, Chief Executive
Officer
Page 3 of 3
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EXHIBIT 4
+++++++++++ +++++++++++
+ Number + + Shares +
+LU + + +
+++++++++++ +++++++++++
[LOGO OF FOUR MEDIA COMPANY]
COMMON STOCK COMMON STOCK
SEE REVERSE FOR CERTAIN DEFINITIONS
INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE
CUSIP 350872 10 7
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $.01 PAR VALUE, OF
FOUR MEDIA COMPANY
transferable on the books of the Corporation by the holder hereof in person or
by a duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
[SEAL OF FOUR MEDIA COMPANY]
/s/ John H. Sabin /s/ Robert Walston
CHIEF FINANCIAL OFFICER AND SECRETARY CHAIRMAN AND CHIEF EXECUTIVE OFFICER
COUNTERSIGNED AND REGISTERED:
U.S. STOCK TRANSFER CORPORATION
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
The Corporation shall furnish without charge to each stockholder who so
requests a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock of the
Corporation or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. Such requests shall be made to
the Corporation's Secretary at the principal office of the Corporation.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT - ............ Custodian ............
(Cust) (Minor)
under Uniform Gifts to Minors
Act ...............................
(State)
UNIF TRF MIN ACT - ........ Custodian (until age ....)
(Cust)
........... under Uniform Transfers
(Minor)
to Minors Act .....................
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, _________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
++++++++++++++++++++++++++++++++++++++
+ +
+ +
++++++++++++++++++++++++++++++++++++++
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
__________________________________________________________________________Shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
________________________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated __________________________
X _______________________________________________
X _______________________________________________
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
NOTICE: CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
Signature(s) Guaranteed
By_____________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.
