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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 (THE "EXCHANGE ACT")
Transmedia Network Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 84-6028875
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
11900 Biscayne Boulevard
Miami, Florida 33181
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(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section class of securities pursuant to Section
12(b) of the Exchange Act and is effective 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(c), pursuant to General Instruction A.(d),
please check the following box. /X/ please check the following box. / /
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Securities Act registration statement file number to which this form relates:
333-84947
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Exchange 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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Series A Preferred Stock,
par value $0.10 per share New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None.
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(Title of Class)
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(Title of Class)
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INFORMATION IN REGISTRATION STATEMENT
ITEM 1. Description of Registrant's Securities to Be Registered
A description of the Series A convertible redeemable preferred
stock, par value $0.10 per share (the "Securities") of Transmedia Network Inc.
(the "Registrant") is contained in the prospectus constituting part of the
Registrant's Registration Statement on Form S-2 (File No. 333- 84947) (the
"Registration Statement") relating to the Securities, which has been declared
effective by the Securities and Exchange Commission under the Securities Act of
1933, as amended (such prospectus, in the form contained in the Registration
Statement at the time it was declared effective, the "Prospectus"). The
description of the Securities contained in the Prospectus is hereby incorporated
by reference into this Form 8-A. Copies of such description will be filed with
the New York Stock Exchange.
ITEM 2. Exhibits
Exhibit No. Description
(1) Form of Amendment to the Certificate of Incorporation of
Transmedia Network Inc. (filed as Exhibit 3.4 to the Registration
Statement, and incorporated herein by reference).
(2) Form of Certificate of Designations, Preferences and Rights of
Series A Senior Convertible Redeemable Preferred Stock (filed as
Exhibit 3.5 to the Registration Statement, and incorporated
herein by reference).
(3) Form of Series A Preferred Stock certificate (filed as Exhibit
4.1 to the Registration Statement, and incorporated herein by
reference).
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SIGNATURE
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, thereto duly
authorized.
TRANSMEDIA NETWORK INC.
Date: November 3, 1999 By:/s/ Stephen E. Lerch
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Stephen E. Lerch
Executive Vice President and
Chief Financial Officer
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