<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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PARADISE MUSIC & ENTERTAINMENT, INC.
- -------------------------------------------------------------------------------
(Exact name of issuer as specified in its charter)
DELAWARE 13-3906452
- -------------------------------------------------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
420 West 45th Street, 5th Floor, New York, New York 08543
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
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 The Boston Stock Exchange
value per share. The Nasdaq SmallCap Market
Redeemable Common Stock The Boston Stock Exchange
Purchase Warrants, two The Nasdaq SmallCap Market
of which entitle the
holder to purchase one
share of Common Stock
Securities to be registered pursuant to Section 12(g) of the Act:
None
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
The information contained under the caption "Description of Securities" on
pages 44 to 46 of Registrant's Pre-Effective Amendment No. 1 to
Registration Statement on Form SB-2 filed with the Securities and Exchange
Commission on December 30, 1996 (Registration No. 333-13941) is
incorporated herein by reference.
Item 2. Exhibits.
1.1 The information contained under the caption "Description of
Securities" on pages 44 to 46 of Registrant's Pre-Effective Amendment
No. 1 to Registration Statement on Form SB-2 filed with the Securities
and Exchange Commission of December 30, 1996 (Registration No.
333-13941).(1)
3.1 Certificate of Incorporation of Registrant.(2)
3.2 By-laws of Registrant.(2)
4.1 Specimen Certificate of Registrant's Common Stock.(3)
4.2 Specimen Certificate of Registrant's Redeemable Common Stock Purchase
Warrant.(3)
4.4 Warrant Agreement between Registrant and Continental Stock Transfer &
Trust Company.(3)
________________________
(1) Incorporated by reference to pages 44 to 46 of Registrant's
Pre-Effective Amendment No. 1 to Registration Statement on Form SB-2
filed with the Securities and Exchange Commission on December 30, 1996
(Registration No. 333-13941).
(2) Incorporated by reference to Exhibit of the same number of the
Registrant's Registration Statement on Form SB-2 filed with the
Securities and Exchange Commission on October 11, 1996 (Registration
No. 333-13941).
(3) Incorporated by reference to Exhibit of the same number of
Registrant's Pre-Effective Amendment No. 1 to Registration Statement
on Form SB-2 filed with the Securities and Exchange Commission on
December 30, 1996 (Registration No. 333-13941).
- 2 -
<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.
PARADISE MUSIC & ENTERTAINMENT, INC.
By: /s/ John Loeffler
---------------------------------
John Loeffler
President
Dated: January 7, 1997
- 3 -
