<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) of THE
SECURITIES EXCHANGE ACT OF 1934
@ Entertainment, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 06-148156
(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Authorization) Identification No.)
One Commercial Plaza
Hartford, CT 06103-3585
(Address of principal executive offices)
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:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
<S> <C> <C>
None None
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share Nasdaq National Market
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Item 1. Description of Registrant's Securities to be Registered
The securities to be registered hereunder are Common Stock,
$.01 par value per share ("Common Stock"), of @ Entertainment, Inc., a Delaware
corporation (the "Company"). For a description of the Common Stock, see the
information set forth under the caption "Description of Capital Stock" contained
in the prospectus included in Company's Registration Statement on Form S-1 (File
No. 333-29869) filed with the Securities and Exchange Commission on June 24,
1997, as amended, which is hereby incorporated herein by reference. Any
prospectus filed by the Company pursuant to Rule 424(b) under the Securities Act
of 1933, as amended, shall be deemed to be incorporated by reference into the
registration statement.
Item 2. Exhibits.
1. Amended and Restated Certificate of Incorporation of the Registrant
(filed as Exhibit 3.1 to the Registrant's Registration Statement on
Form S-1 (File No. 333-29869) and incorporated herein by reference).
2. By-laws of the Registrant (filed as Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (File No. 333-29869) and
incorporated herein by reference).
3. Shareholders Agreement among Polish Investment Holdings, LP ("PIHLP"),
ECO Holdings III Limited Partnership ("ECO"), Roger M. Freedman, Steele
LLC, the Cheryl Anne Chase Marital Trust (the "CACMT"), the AESOP Fund,
LP and the Registrant dated at June 22, 1997 (filed as Exhibit 3.3 to
the Registrant's Registration Statement on Form S-1 (File No.
333-29869) and incorporated herein by reference).
4. Termination Agreement among Poland Communications, Inc., PIHLP, ECO,
Roger M. Freedman, Steele LLC, the AESOP Fund, LP, and the CACMT dated
at June 22, 1997 (filed as Exhibit 3.4 to the Registrant's Registration
Statement on Form S-1 (File No. 333-29869) and incorporated herein by
reference).
5. Registration Rights Agreement among the Registrant, PIHLP, ECO, Roger
Freedman, Steele LLC, the AESOP Fund, LP, and the CACMT dated at June
22, 1997 (the "Registration Rights Agreement") (filed as Exhibit 3.5 to
the Registrant's Registration Statement on Form S-1 (File No.
333-29869) and incorporated herein by reference).
6. Amendment to Registration Rights Agreement (filed as Exhibit 3.6 to the
Registrant's Registration Statement on Form S-1 (File No. 333-29869)
and incorporated herein by reference).
7. Form of Common Stock Certificate.
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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, thereto duly authorized.
@ ENTERTAINMENT, INC.
Date: July 21 , 1997
By: /s/ Robert E. Fowler, III
-------------------------------------
Robert E. Fowler, III
Chief Executive Officer
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Exhibit 99.7
COMMON STOCK
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 045920 10 5
@ENTERTAINMENT, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.01 EACH OF THE
COMMON STOCK OF
@ENTERTAINMENT, INC.
transferable on the books of the Corporation by the holder hereof in person or
by 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
SECRETARY CHIEF EXECUTIVE OFFICER
COUNTERSIGNED AND REGISTERED:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
(Jersey City, NJ)
TRANSFER AGENT
BY AND REGISTRAR,
AUTHORIZED OFFICER
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The Corporation will 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 or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.
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 UNIF GIFT MIN ACT -
TEN ENT - as tenants by the entireties ________Custodian_________
JT TEN - as joint tenants with right (Cust) (Minor)
of survivorship and not as Under Uniform Gifts to Minors
tenants in common 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 POSTAL ZIP CODE, OF ASSIGNEE)
_______________________________________________________________________________
_______________________________________________________________________________
________________________________________________________________________ shares
of the capital 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 ______________________________
_______________________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME
AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED:
______________________________________________________________
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 17 Ad-1A.
