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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
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
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Common Stock par New York Stock Exchange
value $.01 per share
Securities to be registered pursuant to Section 12(g) of the Act: None
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METRO-GOLDWYN-MAYER INC.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
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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 on September 11, 1997 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), as amended (the
"S-1 Registration Statement"), and by this reference incorporated herein and
made a part hereof.
Item 2. Exhibits.
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1. Latest Registration Statement filed pursuant to the Securities
Act of 1933
The S-1 Registration Statement is incorporated herein by
reference.
2. Amended and Restated Certificate of Incorporation.
Exhibit 3.1 to the S-a Registration Statement is incorporated
herein by reference.
3. Amended and Restated Bylaws.
Exhibit 3.2 to the S-1 Registration Statement is incorporated
herein by reference.
4. Amended and Restated Shareholders Agreement, dated as of
August 4, 1997.
Exhibit 10.24 to the S-1 Registration Statement incorporated
herein by reference.
5. Amended and Restated Investors Shareholder Agreement, dated as of
August 4, 1997.
Exhibit 10.25 to the S-1 Registration Statement is incorporated
herein by reference.
6. Specimen Common Stock Certificate.
Page 2 of 6
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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.
METRO-GOLDWYN-MAYER INC.
Dated: November 7, 1997 /s/ Robert Brada
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By: Robert Brada
Its: Senior Vice President
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EXHIBIT INDEX
Exhibit Sequentially
Number Numbered Page
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6. Specimen Common Stock Certificate. 5
Page 4 of 6
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EXHIBIT 6
COMMON STOCK COMMON STOCK
$.01 PAR VALUE [METRO-GOLDWYN-MAYER INC. TRADE MARK] $.01 PAR VALUE
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N U M B E R S H A R E S
MGM
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THIS CERTIFICATE IS TRANSFERABLE IN THE
CITIES OF RIDGEFIELD PARK, NJ AND NEW YORK NY
<TABLE>
<S> <C> <C>
INCORPORATED UNDER THE LAWS SEE REVERSE FOR CERTAIN DEFINITIONS
OF THE STATE OF DELAWARE METRO-GOLDWYN-MAYER INC. CUSIP 591610 10 0
</TABLE>
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This Certifies that
is the respected holder of
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FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK OF
COUNTERSIGNED AND REGISTERED
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
TRANSFER AGENT AND REGISTRAR
BY
Metro-Goldwyn-Mayer Inc. transferable on the books of the Corporation by the
holder here of in person or by duly authorized attorney upon surrender of this
certificate properly rendered. This certificate is not valid until countersigned
and registered by the Transfer Authorized Register.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
CERTIFICATE OF STOCK
Dated:
AUTHORIZED SIGNATURE
/s/ William Jones /s/ FRANK MANCUSO
SECRETARY CHAIRMAN OF THE BOARD
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The Corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative, participating,
optional, or other special rights of each class of stock 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.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED
THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE
OF A REPLACEMENT CERTIFICATE.
The following abbreviations, when used in the inscription on the face of
this certificate, shall not constitute as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - ___________ Custodian _________________
TEN ENT - as tenants by the entireties (cust) (minor)
JT TEN - as joint tenants with rights under the Uniform Gifts to Minors
of survivorship and not as Act ___________________________________
tenants in common (state)
UNIF TRF MINACT - ___________ Custodian until age _______
(cust)
___________ under Uniform Transfers
(minor)
to Minors Act _________________________
(state)
</TABLE>
Additional abbreviations may also be used though not in the above slot.
FOR VALUE RECEIVED, ___________________________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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| |
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________________________________________________________________________________
(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
irrevocable 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 ___________________________________________
Notice: THE SIGNATURE(S) TO THIS AGREEMENT MUST
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) MUST BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKHOLDERS. BANKING AND LOAN ASSOCIATION
AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALION
PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
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|AMERICAN BANK NOTE COMPANY OCT. 3,1997 fm |
|2606 ATLANTIC AVENUE |
|SUITE 12 |
|LONG BEACH, CA 90907 051411bk-C|
|562-989-2333 |
|(FAX) 562-426-7450 Proof ____ REV 3|
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