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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
foreignTV.com, Inc.
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(Exact name of registrant as specified in its Charter)
Delaware 134037641
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(State or other (IRS Employee
jurisdiction of Identification No.)
incorporation)
162 Fifth Avenue, Suite 1005A
New York, New York 10010
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-71733
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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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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, par value $.01
Common Stock Purchase Warrants
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered
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The Registrant is registering shares of Common Stock, par value $0.01 per
share, and Common Stock Purchase Warrants, pursuant to a Registration Statement
on Form S-1 (File No. 333-71733) that was filed with the Securities and Exchange
Commission on February 4, 1999 (the "Registration Statement"). Reference is
made to the sections entitled "Summary--The Offering" and "Description of
Capital Stock" in the prospectus forming a part of the Registration Statement,
and all amendments to the Registration Statement subsequently filed with the
Commission, including any prospectus relating thereto filed subsequently
pursuant to Rule 424 of the Securities Act of 1933, as amended. Such
Registration Statement and all amendments to the Registration Statement are
hereby deemed to be incorporated by reference into this Registration Statement
in accordance with the Instruction to Item 1 of this Form.
Item 2. Exhibits.
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3.1 Amended and Restated Articles of Incorporation of the Registrant
(Incorporated by reference to Exhibit 3.1 to the Registration
Statement on Form S-1 (File No. 333-71733) of the Registrant, as
amended).
3.2 Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2
to the Registration Statement on Form S-1 (File No. 333-31733)
of the Registrant, as amended).
4.1 Form of certificate evidencing Common Stock (Incorporated by
reference to Exhibit 4.1 to the Registration Statement on Form S-1
(File No. 333-31733) of the Registrant, as amended)
4.2 Form of certificate evidencing Common Stock Purchase Warrants
(Incorporated by reference to Exhibit 4.2 to the Registration
Statement on Form S-1 (File No. 333-31733) of the Registrant, as
amended)
4.5 Form of Warrant Agreement between the Registrant and American
Stock Transfer & Trust Company, as Warrant Agent (Incorporated
by reference to Exhibit 4.5 to the Registration Statement on Form
S-1 (File No. 333-31733) of the Registrant, as amended)
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SIGNATURES
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
foreignTV.com, Inc.
By: /s/ Jonathan Braun
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Name: Jonathan Braun
Title: Vice Chairman and Chief
Executive Officer
Dated: March 29, 1999
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