UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHINA CENTURY DRAGON MEDIA, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 26-1583852 |
| (State of Incorporation or Organization) | (IRS Employer Identification No.) |
| | |
| | |
| Room 801, No. 7, Wenchanger Road, | |
| Jiangbei, Huizhou City, | |
| Guangdong Province, China | N/A |
| (Address of Principal Executive Offices) | (Zip Code) |
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), please check the following box. þ | 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), please check the following box. o |
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of Each Exchange on Which |
| to be so Registered | Each Class is to be Registered |
| | |
| Common Stock, par value $0.0001 per share | NYSE Amex LLC |
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of class)
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), please check the following box. x
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), please check the following box. o
Securities Act registration statement file number to which this Form relates: 333-166866
FORM 8-A
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be Registered.
The information required in response to this Item 1 is contained in the Registration Statement on Form S-1 (File No. 333-166866) (the “Registration Statement”) of China Century Dragon Media, Inc. (the “Registrant”), originally filed with the Securities and Exchange Commission (the “Commission”) on May 14, 2010, as amended from time to time, under the caption, “Description of Securities,” and is incorporated herein by reference. In addition, the above-referenced description included in any prospectus relating to the Registration Statement filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated herein by reference.
Item 2. Exhibits.
| Exhibit Number | Description of Exhibit |
| 3.1 | Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Registration Statement on Form 10-SB (File No. 000-53021) filed with the Securities and Exchange Commission on January 16, 2008). |
| | |
| 3.2 | Bylaws (incorporated by reference from Exhibit 3.2 to the Registration Statement on Form 10-SB (File No. 000-53021) filed with the Securities and Exchange Commission on January 16, 2008). |
| | |
| 3.3 | Articles of Merger effecting name change filed with the Office of Secretary of State of Delaware on April 30, 2010 (incorporated by reference from Exhibit 3.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2010). |
| | |
| 3.4 | Certificate of Amendment to Certificate of Incorporation as filed with the Office of Secretary of State of Delaware on January 14, 2011 (incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 20, 2011). |
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.
| | CHINA CENTURY DRAGON MEDIA, INC. | |
| | | | |
| | | | |
| Date: January 20, 2011 | | | |
| | | | |
| | By: | /s/ Dapeng Duan | |
| | | Name: Dapeng Duan | |
| | | Title: Chief Financial Officer | |
| | | | |
EXHIBIT INDEX
| Exhibit Number | Description of Exhibit |
| 3.1 | Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Registration Statement on Form 10-SB (File No. 000-53021) filed with the Securities and Exchange Commission on January 16, 2008). |
| | |
| 3.2 | Bylaws (incorporated by reference from Exhibit 3.2 to the Registration Statement on Form 10-SB (File No. 000-53021) filed with the Securities and Exchange Commission on January 16, 2008). |
| | |
| 3.3 | Articles of Merger effecting name change filed with the Office of Secretary of State of Delaware on April 30, 2010 (incorporated by reference from Exhibit 3.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2010). |
| | |
| 3.4 | Certificate of Amendment to Certificate of Incorporation as filed with the Office of Secretary of State of Delaware on January 14, 2011 (incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 20, 2011). |
