SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
GAY ENTERTAINMENT TELEVISION, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 13-3693919
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(State of incorporation or organization) (I.R.S. employer
identification no.)
7 EAST 17TH STREET, NEW YORK, NEW YORK 10003
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(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
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.0001
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(Title of Class)
REDEEMABLE COMMON STOCK PURCHASE WARRANTS
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(Title of Class)
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The information called for by this Item 1 is incorporated herein by
reference from the Registrant's Registration Statement on Form SB-2
(File No. 333-36873) as filed with the Commission on October 1, 1997,
and all amendments thereto.
ITEM 2. EXHIBITS.
1. Specimen of certificate evidencing Registrant's Common Stock,
par value $.0001. *
2. Certificate of Incorporation of the Registrant. [3.1(a)] **
3. Amendment to the Certificate of Incorporation dated November
2, 1993. [3.1(b)] **
4. Amendment to the Certificate of Incorporation dated September
24, 1997. [3.1(c)] **
5. Amended and Restated By-Laws of the Registrant. [3.2] ***
6. Specimen of Warrant to Purchase Registrant's Common Stock.
[4.2] ***
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* Filed herewith.
** Filed as an exhibit to the Registrant's Registration Statement
on Form SB-2 (File No. 333-36873) as filed with the Securities
and Exchange Commission on October 1, 1997.
*** Filed as an exhibit to the Registrant's Amendment #1 to the
Registration Statement on Form SB-2 (File No. 333-36873) as
filed with the Securities and Exchange Commission on December
3, 1997.
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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.
GAY ENTERTAINMENT TELEVISION, INC.
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(Registrant)
Date: March 18, 1998 By: /S/ MARVIN SCHWAM
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Marvin Schwam, President
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
1 Specimen of Certificate evidencing Registrant's Common Stock, par value
$.0001
EXHIBIT 1
SPECIMEN COMMON STOCK CERTIFICATE (FRONT)
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Number Shares
GET
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Common Stock
GAY ENTERTAINMENT TELEVISION, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK
CUSIP
THIS CERTIFIES THAT
SEE REVERSE FOR
CERTAIN DEFINITIONS
SPECIMEN
is the owner of
FULLY PAID AND NONASSESSABLE OF THE $.0001 PAR VALUE COMMON
STOCK OF
GAY ENTERTAINMENT TELEVISION, INC.
transferable only on the books of the corporation by the holder hereof in person
or by a duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate is not valid until countersigned and registered by
the Transfer Agent and Registrar. This certificate and the shares represented
hereby are issued and shall be held subject to all of the provisions of the
Certificate of Incorporation and By-Laws of the Corporation and all amendments
thereto, copies of which are on file with the Transfer Agent, to all of which
the holder of this certificate, by acceptance hereof assents.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by the facsimile signatures of its duly authorized officers and to be
sealed with the facsimile seal of the Corporation.
Dated:
CORPORATE SEAL
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SPECIMEN SPECIMEN
/s/ Signature /s/ Signature
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Secretary President
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
New York, NY
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
SPECIMEN COMMON STOCK CERTIFICATE (REVERSE)
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GAY ENTERTAINMENT TELEVISION, INC.
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--
_________Custodian_________
(cust) (Minor)
TEN ENT -- as tenants by the entireties under Uniform Gifts to Minors
JT ENT -- as joint tenants with right of Act__________________________
survivorship and not as tenant (State)
in common
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
INDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP
CODE OF ASSIGNEE)
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of the common stock represented by the within certificate and do hereby
irrevocably constitute and appoint
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to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated -----------------------------
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NOTICE: THE SIGNATURE TO THIS AGREEMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE
IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.
SIGNAURE(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 17ad-15.
