PRODUCERS ENTERTAINMENT GROUP LTD
8-A12B/A, 1996-09-09
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                                   FORM 8-A/A2

                      ------------------------------------


                       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


                     The Producers Entertainment Group Ltd.
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

               Delaware                                  95-4233050
- ----------------------------------------     ----------------------------------
(State of incorporation or organization)    (I.R.S. Employer Identification No.)


Securities to be registered pursuant to Section 12(b) of the Act:


                                                 Name of each exchange on
Title of each class to be so registered    which each class is to be registered
- ---------------------------------------    ------------------------------------
Units, each Unit consisting of four                Boston Stock Exchange
shares of Common Stock and two
Redeemable Common Stock Purchase
Warrants

Redeemable Common Stock Purchase                   Boston Stock Exchange
Warrants each to purchase one share of
Common Stock

Securities to be registered pursuant to Section 12(g) of the Act:


   Title of each class to be so registered
   ---------------------------------------

  Units, each Unit consisting of four
  shares of Common Stock and two Redeemable
  Common Stock Purchase Warrants

  Redeemable Common Stock Purchase Warrants
  each to purchase one share of Common Stock
<PAGE>

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.
<PAGE>

                                   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
                                -----------------------------
                                     Arthur Bernstein
                                     Senior Vice President

Dated:  September 9, 1996



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