SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 CLEARVIEW CINEMA GROUP, INC. (Exact name of registrant as specified in its charter) DELAWARE 22-3338356 (State of incorporation or organization) (I.R.S. employer identification no.) 7 WAVERLY PLACE MADISON, NEW JERSEY 07940 (Address of principal executive offices) (Zip code) If this form relates to the If this form relates to the registration of a class of debt registration of a class of debt securities and is effective upon securities and is to become filing pursuant to General effective simultaneously with Instruction A(c)(1) please check the effectiveness of a the following box. o concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) 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 TO BE SO REGISTERED WHICH EACH CLASS IS TO BE REGISTERED Common Stock, $.01 par value American Stock Exchange -------------------------------- ----------------------------------- --------------------------------- ----------------------------------- SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None (TITLE OF CLASS) Page 1 of 4 pages. Exhibit index appears on page 4. INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. This Registration Statement relates to the Common Stock, $.01 par value (the "Common Stock"), to be issued by Clearview Cinema Group, Inc., a Delaware corporation (the "Company"). The information required in response to this Item with respect to the Common Stock is set forth under the caption "Description of Capital Stock" on pages 36 to 39 of the form of prospectus that is a part of the Company's Registration Statement on Form SB-2, File No. 333-27819 (the "SB-2 Registration Statement"), filed with the Securities and Exchange Commission on May 27, 1997, which information is hereby incorporated herein by reference in its entirety. ITEM 2. EXHIBITS. The following exhibits will be filed by means of an amendment hereto. EXHIBIT DESCRIPTION A Specimen Certificate for the Common Stock, $.01 par value, of Clearview Cinema Group, Inc. B Amended and Restated Certificate of Incorporation of Clearview Cinema Group, Inc. C Amended and Restated By-laws of Clearview Cinema Group, Inc. 2 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. CLEARVIEW CINEMA GROUP, INC. By: /s/ A. Dale Mayo ---------------------------- A. Dale Mayo Chairman of the Board, President and Chief Executive Officer Date: July 16, 1997 3 EXHIBIT INDEX METHOD OF EXHIBIT DESCRIPTION FILING A Specimen Certificate for the Common To be filed by amendment Stock, $.01 par value, of Clearview Cinema Group, Inc. B Amended and Restated Certificate of To be filed by amendment Incorporation of Clearview Cinema Group, Inc. C Amended and Restated By-laws of To be filed by amendment Clearview Cinema Group, Inc.