SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- FORM 8-A/A (AMENDMENT NO. 1) 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. / / concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. / / 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 2. EXHIBITS. The following exhibits are incorporated by reference as part of this Registration Statement. EXHIBIT DESCRIPTION A Specimen Certificate for the Common Stock, $.01 par value, of Clearview Cinema Group, Inc. (incorporated by reference from Exhibit 4.01 to the SB-2 Registration Statement, filed with Amendment No. 2 thereto on August 4, 1997) B Amended and Restated Certificate of Incorporation of Clearview Cinema Group, Inc. (incorporated by reference from Exhibit 3.01(b) to the SB-2 Registration Statement, filed with Amendment No. 2 thereto on August 4, 1997) C Amended and Restated By-laws of Clearview Cinema Group, Inc. (incorporated by reference from Exhibit 3.02(b) to the SB-2 Registration Statement, filed with Amendment No. 2 thereto on August 4, 1997) 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/ Sueanne H. Mayo --------------------------------------- Name: Sueanne H. Mayo Title: Secretary and Vice President-Management Information Systems Date: August 5, 1997 3 EXHIBIT INDEX METHOD OF EXHIBIT DESCRIPTION FILING A Specimen Certificate for the Common Incorporated by reference Stock, $.01 par value, of Clearview from Exhibit 4.01 to the Cinema Group, Inc. SB-2 Registration Statement, filed with Amendment No. 2 thereto on August 4, 1997 B Amended and Restated Certificate of Incorporated by reference Incorporation of Clearview Cinema from Exhibit 3.01(b) to Group, Inc. the SB-2 Registration Statement, filed with Amendment No. 2 thereto on August 4, 1997 C Amended and Restated By-laws of Incorporated by reference Clearview Cinema Group, Inc. from Exhibit 3.02(b) to the SB-2 Registration Statement, filed with Amendment No. 2 thereto on August 4, 1997 4