FORM 8-A
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
CONTINENTAL CABLEVISION, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2370836
(State of incorporation I.R.S. Employer Identification No.
or organization)
The Pilot House, Lewis Wharf, Boston, Massachusetts 02110
(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
None
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock, $.01 par value
(Title of class)
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Item 1. Description of Registrant's Securities to be registered.
Those portions of Registrant's registration statement on Form
S-4, File No. 33-57471, declared effective by the Securities and Exchange
Commission on August 31, 1995 (the "Registration Statement"), set forth under
the caption "Description of Continental Capital Stock" are incorporated herein
by reference.
Item 2. Exhibits.
1. Form of Class A Common Stock certificate.
2. Copies of all constituent instruments defining the rights of the
holders of each class of such securities, including any contracts or other
documents which limit or qualify the rights of such holders.
2.1 Restated Certificate of Incorporation of the Registrant. (1)
2.2 Certificate of Designation of the Registrant Relating to the
Series A Participating Convertible Preferred Stock. (2)
2.3 By-laws of the Registrant. (1)
2.4 Registration Rights Agreement between the Registrant and The
Providence Journal Company. (1)
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(1) Incorporated by reference from the Registration Statement on Form 10-K of
the Registrant, File Number 33-57471 filed with the Securities and Exchange
Commission on March 27, 1996.
(2) Incorporated by reference from the Registration Statement.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
(Registrant): Continental Cablevision, Inc,
Date: April 26, 1996
By: /s/ P. Eric Krauss
P. Eric Krauss
Vice President and Treasurer
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Exhibit 1
Front of Stock Certificate
Number Picture of Registrant's Shares
A Boston Headquarters
Appears Here.
CONTINENTAL CABLEVISION, INC. CUSIP 211177 10 0
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CLASS A COMMON STOCK SEE REVERSE SIDE FOR
CERTAIN DEFINITIONS OR OTHER LEGENDS
This
Certifies
That Blank Space Appears Here
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK,
PAR VALUE $.01 PER SHARE, OF
CONTINENTAL CABLEVISION, INC.
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed or assigned. This
Certificate and the shares represented hereby are subject to the laws of the
State of Delaware, and to the provisions of the Restated Certificate of
Incorporation and By-laws of the Corporation as now or hereafter amended. This
Certificate is not valid until 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:
Corporate Seal
Appears Here
/s/ Amos B. Hostetter, Jr. /s/ P. Eric Krauss
Chairman Vice President and Treasurer
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Back of Stock Certificate
CONTINENTAL CABLEVISION, INC.
The Corporation is authorized to issue more than one class of stock. The
preferences, voting powers, qualifications and special and relative rights of
the shares of each class of stock are set forth in the Restated Certificate of
Incorporation of the Corporation (the "Certificate"). The shares of Class A
Common Stock represented by this certificate may be subject to restrictions on
transfer, suspension of stock ownership rights and/or redemption by the
Corporation in certain circumstances, all on the terms set forth in Article
Eighth of the Certificate. A copy of the Certificate will be furnished without
charge upon written request addressed to the Corporation at The Pilot House,
Lewis Wharf, Boston, MA 02110, attention: Treasurer.
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 entirety under the Uniform Gifts to Minors
JT TEN-as joint tenants with rights of
survivorship and not as tenants Act_______________
in common (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
(Box appears here).............................................................
................................................................................
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..............................
.....................................
Signature Guaranteed by
...............................................
* The following legend appears along the edge of the assignment: 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.
