<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
METRO-GOLDWYN-MAYER INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4605850
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
2500 BROADWAY STREET
SANTA MONICA, CALIFORNIA 90404
(Address of principal executive offices) (zip code)
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 par New York Stock Exchange
value $.01 per share
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
===============================================================================
<PAGE>
METRO-GOLDWYN-MAYER INC.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
-------------------------------------------------------
The information required by Item 202 of Regulation S-K is set forth
in full under the caption "Description of Capital Stock -- Common Stock" in the
Preliminary Prospectus, which was filed with the Securities and Exchange
Commission as part of the Registration Statement on Form S-1 of
Metro-Goldwyn-Mayer Inc. (Registration No. 333-35411) on September 11, 1997,
and by this reference incorporated herein and made a part hereof.
ITEM 2. EXHIBITS
--------
1. Latest Registration Statement filed pursuant to the
Securities Act of 1933.
The Company's Registration Statement on Form S-1 filed
on September 11, 1997 (Registration No. 333-35411), is
incorporated herein by reference.
2. Amended and Restated Certificate of Incorporation.*
3. Amended and Restated Bylaws.*
4. Amended and Restated Shareholders Agreement, dated
as of August 4, 1997.*
5. Amended and Restated Investors Shareholder
Agreement, dated as of August 4, 1997.*
6. Specimen Common Stock Certificate.*
- ----------------------
* To be filed by amendment.
Page 2 of 4
<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, thereunto duly authorized.
METRO-GOLDWYN-MAYER INC.
Dated: October 9, 1997 /s/ Robert Brada
--------------------
By: Robert Brada
Its: Senior Vice President and
Deputy General Counsel
Page 3 of 4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER NUMBERED PAGE
- ------ -------------
<C> <S> <C>
2. Amended and Restated Certificate of Incorporation.*
3. Amended and Restated Bylaws.*
4. Amended and Restated Shareholders Agreement, dated
as of August 4, 1997.*
5. Amended and Restated Investors Shareholder
Agreement, dated as of August 4, 1997.*
6. Specimen Common Stock Certificate.*
</TABLE>
- ------------
* To be filed by amendment.
Page 4 of 4