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FORM 8-A/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
The Producers Entertainment Group Ltd.
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(Exact name of registrant as specified in its charter)
Delaware
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(State of incorporation or organization)
95-4233050
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(I.R.S. Employer Identification No.)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Name of each exchange on
Title of each class to be so registered which each class is to be registered
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<S> <C>
Units, each Unit consisting of four shares of Nasdaq
Common Stock and two Redeemable Common Boston Stock Exchange
Stock Purchase Warrants
Redeemable Common Stock Purchase Warrants Nasdaq
each to purchase one share of Common Stock Boston Stock Exchange
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
<TABLE>
<CAPTION>
Name of each exchange on
Title of each class to be so registered which each class is to be registered
--------------------------------------- ------------------------------------
<S> <C>
Units, each Unit consisting of four shares of Nasdaq
Common Stock and two Redeemable Common Boston Stock Exchange
Stock Purchase Warrants
Redeemable Common Stock Purchase Warrants Nasdaq
each to purchase one share of Common Stock Boston Stock Exchange
</TABLE>
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Item 1. Description of Registrant's Securities to be Registered.
Descriptions of the Units and Redeemable Common Stock Purchase Warrants
of the Registrant being registered hereby, as well as the Common Stock
underlying such securities, (i) are contained under the caption "Description of
Securities" in the Registrant's Registration Statement on Form SB-2 (File No.
333-07675) filed with the Securities and Exchange Commission (the "Commission")
on July 5, 1996, as amended (the "Registration Statement"), and (ii) will be
contained in the Registrant's Prospectus comprising a portion of the
Registration Statement to be filed with the Commission subsequent to the
effective date of the Registration Statement pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, each of which is incorporated herein by
reference.
Item 2. Exhibits.
1. Restated Certificate of Incorporation of Registrant
dated June 24, 1993, previously filed as an Exhibit to
the Registrant's Current Report on Form 8-K dated June
18, 1996 and incorporated herein by reference.
2. Certificate of Designation, as filed December 14, 1994
with the Secretary of State of Delaware, previously
filed as an Exhibit to the Registrant's Current Report
on Form 8-K dated June 18, 1996 and incorporated herein
by reference.
3. Amendment to Certificate of Incorporation, filed June
3, 1996 with the Secretary of State of Delaware,
previously filed as an Exhibit to the Registrant's
Current Report on Form 8-K dated June 18, 1996 and
incorporated herein by reference.
4. By-laws of Registrant, previously filed as an Exhibit
to the Registrant's Registration Statement on Form S-1
(Commission File No. 33-42193) and incorporated herein
by reference.
5. Amendment No. 1 to By-laws of Registrant, previously
filed as an Exhibit to the Registrant's Registration
Statement on Form S-1 (Commission File No. 33- 42193)
and incorporated herein by reference.
6. Proposed form of Warrant Agreement between the
Registrant and OTR Stock Transfer Company, previously
filed as an Exhibit 4.1 to the Registrant's
Registration Statement on Form SB-2 dated July 5, 1996
(Commission File No. 333-07675) and incorporated herein
by reference.
7. Registrant's Registration Statement on Form SB-2 (File
No. 333-07675) and Exhibits thereto, filed with the
Securities and Exchange Commission on July 5, 1996, as
amended.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to
registration statement to be signed on its behalf by the undersigned, thereto
duly authorized.
THE PRODUCERS ENTERTAINMENT
GROUP LTD.
By: /s/ Arthur Bernstein
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Arthur Bernstein
Senior Vice President
Dated: August 27, 1996
