Registration No.
FORM 8-A
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
Marvel Enterprises, Inc.
(Exact name of registrant as specified in its charter)
(formerly known as Toy Biz, Inc.)
Delaware 13-3711775
(State of incorporation or organization) (I.R.S. Employer Identification No.)
685 Third Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act: N/A
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form relates:
N/A (The securities will be issued pursuant to Section 1145 of the United States
Bankruptcy Code or Section 4(2) of the Securities Act.)
Securities to be registered pursuant to Section 12(g) of the Act:
1. 8% Cumulative Convertible Exchangeable Preferred Stock, par value $.01 per
share
2. Plan Warrants (to purchase shares of Common Stock)
3. Stockholder Series A Warrants (to purchase shares of Common Stock)
4. Stockholder Series B Warrants (to purchase shares of 8% Preferred Stock)
5. Stockholder Series C Warrants (to purchase shares of Common Stock)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
A description of the Registrant's 8% cumulative convertible
exchangeable preferred stock, $.01 par value per share, Plan
Warrants, Stockholder Series A Warrants, Stockholder Series B
Warrants and Stockholder Series C Warrants is incorporated
herein by reference to the Proxy Statement on Schedule 14A
(SEC File No. 001-13638) as filed by the Registrant with the
Securities and Exchange Commission on August 13, 1998 and in
particular to the statements included therein under the
caption "THE MARVEL PROPOSALS -- Securities to be Issued and
Transferred under the Plan" on pages 82 -87.
Item 2. Exhibits.
The following exhibits are filed as part of this registration
statement.
1. Certificate of Incorporation of Registrant
(incorporated by reference to Annex B of the Proxy
Statement on Schedule 14A (SEC File No. 001-13638)
as filed by the Registrant with the Securities and
Exchange Commission on August 13, 1998) and
2. By-Laws of the Registrant (incorporated by
reference to Annex C of the Proxy Statement on
Schedule 14A (SEC File No. 001-13638) as filed by
the Registrant with the Securities and Exchange
Commission on August 13, 1998).
756161.2
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SIGNATURE
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.
(Registrant) Marvel Enterprises, Inc.
Date: October 1, 1998
By: /s/ WILLIAM H. HARDIE, III
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Name: William H. Hardie, III
Title: Executive Vice President, Business Affairs
756161.2
