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FORM 8-A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TCI MUSIC, INC.
(Exact name of registrant as specified in its charter)
Delaware 84-1380293
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
8101 East Prentice Avenue
Suite 500
Englewood, Colorado 80111
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(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act: NONE.
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 Act registration statement file number to which this form relates:
333-39943.
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Securities to be registered pursuant to Section 12(g) of the Act:
TCI Music Series A Convertible Preferred Stock, par value $.01 per share
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The securities to be registered hereby are shares of Series
A Convertible Preferred Stock, par value $.01 per share (the "Series A Preferred
Stock"), of TCI Music, Inc., a Delaware corporation ("TCI Music"), to be issued
pursuant to the Agreement and Plan of Merger dated August 12, 1997 (the "Merger
Agreement"), by and among TCI Music, TCI Music Acquisition Sub, Inc. and The Box
Worldwide, Inc. Each share of Series A Preferred Stock is convertible at the
election of the holder initially into three shares of Series A Common Stock, par
value $.01 per share of TCI Music (the "Series A Common Stock"), subject to
certain antidilution adjustments and certain adjustments for dividends and
distributions, if any, and will be entitled to receive cash dividends ratably in
proportion to dividends declared on each share of Series A Common Stock. Each
share of Series A Preferred Stock will be entitled to vote on all matters
submitted to a vote of the holders of shares of Series A Common Stock and to the
number of votes equal to the number of shares of Series A Common Stock into
which such share of Series A Preferred Stock is convertible as of the record
date for the matter to be voted upon. Each share of Series A Common Stock
outstanding as of the date of this registration statement trades on the Nasdaq
SmallCap Market together with an associated right (a "TCI Right") issued by
Tele-Communications, Inc. ("TCI"). Each TCI Right entitles the holder to require
TCI to purchase such holder's share of Series A Common Stock for $8.00 under
certain circumstances. The TCI Rights will terminate no later than August 10,
1998, unless extended by their terms. The shares of Series A Common Stock into
which the Series A Preferred Stock registered pursuant to this registration
statement are convertible will not have any associated TCI Rights. For a
complete description of the Series A Preferred Stock to be registered hereunder
and certain anti-takeover provisions included in the charter and bylaws of TCI
Music, reference is made to the sections captioned "SUMMARY - The Merger," "THE
MERGER AGREEMENT - Consideration to Be Received in the Merger" and "DESCRIPTION
OF TCI MUSIC CAPITAL STOCK" and "COMPARISON OF SHAREHOLDERS' RIGHTS" in the
Registration Statement on Form S-4 of TCI Music filed with the Securities and
Exchange Commission ("SEC") on November 12, 1997, (Reg. File No. 333-39943),
which sections are hereby incorporated by reference.
ITEM 2. EXHIBITS
The following Exhibits are filed as part of this
registration statement in accordance with Instruction I of the Instructions as
to Exhibits:
I.1 -- Registration Statement filed pursuant to the
Securities Act of 1933.1
I.2 -- TCI Music Series A Common Stock Certificate
(without TCI Rights)2
I.3 -- TCI Music Series A Convertible Preferred Stock
Certificate.3
I.4 -- Certificate of Designations relating to the TCI
Music Series A Convertible Preferred Stock.4
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1 Incorporated by reference to Registration Statement on Form S-4 of TCI
Music (Reg. File No. 333-39943) filed with the SEC on November 12,
1997.
2 Incorporated by reference to Exhibit 4.1 to the Registration Statement
on Form S-4 of TCI Music (Reg. File No. 333-39943) filed with the SEC
on November 12, 1997.
3 Incorporated by reference to Exhibit 4.2 to the Registration Statement
on Form S-4 of TCI Music (Reg. File No. 333-39943) filed with the SEC
on November 12, 1997.
4 Incorporated by reference to Exhibit 4.3 to, and Appendix II to the
Proxy Statement/Prospectus of TCI Music and the Box contained in, the
Registration Statement on Form S-4 of TCI Music (Reg. File No.
333-39943) filed with the SEC on November 12, 1997.
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.
TCI MUSIC, INC.
(Registrant)
Date: December 8, 1997 By: /s/ David B. Koff
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David B. Koff
President and Chief Executive Officer
