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
MARKET GUIDE INC.
(Exact Name of Registrant as Specified in its Charter)
NEW YORK 11-2646081
(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
2001 MARCUS AVE, SUITE S-200, LAKE SUCCESS, NY 11042-1011
(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
to be so Registered Which Each Class is to be
Registered
______________________________ ________________________________________
______________________________ ________________________________________
______________________________
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
The information required in response to this item is incorporated
by reference to the description of Common Stock in the Company's
Registration Statement No, 2-91525-NY on Form S-18 (the
"Registration Statement').
Item 2. Exhibits
1. The certificate representing shares of Common Stock of the
Registrant to be registered hereunder are described as
follows pursuant to Regulation S-T, Rule 304: The
certificate is a piece of paper 12 inches wide, 8 inches
long, off-white in color bearing a purple border in set 5/8
inch from the edge of the paper. Centered in the top one-
third of the space defined by said border is the Company's
distinctive logo and name combination in which is described
as an upright diamond shape created by a series of
crescents, filling progressively to a full circle. Said
marks are arranged, left to right, one, two, three, four,
three, two, one, with the final mark being a full circle.
Immediately to the right side of the described design are
the words "Market" and "Guide." "Market" is printed above
"Guide." The design is colored teal, the words are purple.
To the left of the logo and name is a purple colored shaded
area bearing the word "Number" and the letters "UM." To the
right of the logo is a purple colored shaded area bearing
the word "Shares." Said certificate contains CUSIP 57056520
below the "Shares" box.
The middle third of the face of the certificate is a shaded
purple colored rectangle bearing the words "THIS CERTIFIES
THAT" and "IS THE OWNER OF."
The bottom third of the face of the certificate bears the
words, "FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR
VALUE OF $.001 EACH OF THE COMMON STOCK OF MARKET GUIDE INC.
(hereinafter called the "Corporation"), transferrable on the
books of the Corporation by said owner in person or by his
duly authorized attorney, upon the surrender of this
certificate properly endorsed. This certificate and the
shares represented hereby are issued and shall be held
subject to the provisions of the Certificate of
Incorporation of the Corporation as now or hereafter
amended, (copies of which are on file with the Transfer
Agent), to which reference is hereby expressly made and to
all of which the holder by acceptance of this certificate
hereby assents. 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: "
Below those words appear the facsimile signatures of Homi M.
Byramji, President and CEO, and John D. Case, Chairman.
Between said signatures appears an imprint of the Corporate
Seal.
The reverse of the certificate bears a standard assignment,
power of attorney and signature form, as follows:
"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)
under Uniform Gifts to Minors Act
TEN ENT - as joint tenants with right of survivorship and
not as tenants in common
Additional abbreviations may also be used though not in the
above list.
For Value Received, _______________ HEREBY SELL, ASSIGN AND
TRANSFER UNTO."
Below said words appears a rectangle with the following
words "Please insert social security or other identifying
number of assignee." Following are three blank lines
followed by the words "OF THE SHARES REPRESENTED BY THE
WITHIN CERTIFICATE AND DO HEREBY IRREVOCABLY CONSTITUTE AND
APPOINT" (blank space) "ATTORNEY TO TRANSFER THE SAID SHARES
ON THE BOOKS OF THE WITHIN NAMED CORPORATION WITH FULL POWER
OF SUBSTITUTION IN THE PREMISES. DATED" (blank space)
"SIGNED" with two blank spaces. Underneath "SIGNED" are the
words "The above signature(s) guaranteed by". "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."
2. Registrant's Certificate of Incorporation and By-Laws are
incorporated by reference to Exhibits 3, 3(A) and 3(B) filed
with the Registration Statement.
SIGNATURE
Pursuant to the requirement of the Securities and Exchange Act of
1934, the registrant has duly caused this registration to be
signed on its behalf by the undersigned, thereto duly authorized.
MARKET GUIDE INC.
(Registrant)
Date: January 30, 1997 By: _______________________________
John D. Case, Chairman of the Board
of Directors
