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FORM 8-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 95-4233050
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State of incorporation (I.R.S. Employer
or organization) Identification No.)
Securities to be registered pursuant to Section 12(b) and (g) of the Act:
Name of each exchange on which
Title of each class to be so registered each class is to be registered
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Units, each Unit consisting of four shares Nasdaq
of 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
Common Stock, $.001 par value Nasdaq
Boston Stock Exchange
Item 1. Description of Registrant's Securities to be Registered.
The required description of the Units, Redeemable Common Stock Purchase
Warrants and Common Stock underlying the Redeemable Common Stock Purchase
Warrants of the Registrant, is contained in the Registrant's Amendment No. 1 to
Form SB-2 Registration Statement (File No. 333-07675), filed with the Securities
and Exchange Commission on July 18, 1996, under the caption "Description of
Securities" on pages 45-47 of the Prospectus contained therein and is
incorporated herein by reference.
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Item 2. Exhibits.
1.** Restated Certificate of Incorporation of Registrant dated
June 24, 1993
2.** Certificate of Designation, as filed December 14, 1994 with the
Secretary of State of Delaware.
3.** Amendment to Certificate of Incorporation, as filed
June 3, 1996 with the Secretary of State of Delaware.
4.** By-laws of Registrant.
5.** Amendment No. 1 to By-laws of Registrant.
6.* Proposed form of Warrant Agreement between the
Registrant and OTR Stock Transfer Company.
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 and amended July 18, 1996.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this 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: July 24, 1996
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* Incorporated by reference from the Registrant's Registration Statement
on Form SB-2 (File No. 333-07675) and Exhibits thereto, dated July 5, 1996,
as amended July 18, 1996.
** Previously filed with the Securities and Exchange Commission.
